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 (collectively, “Permitted Liens”): (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 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 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety 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, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference.

Liens. CreateIncur, incurcreate, assume or suffer to exist any Lien upon on any asset of the Borrower or any of its property, assets or revenuesSubsidiaries, whether now owned or hereafter acquired, other than: (i) (x) Liens in existence on the Filing Date as reflected on Schedule 6.01 and (y) replacement Liens that secure only refinancing of Indebtedness permitted under Section 6.03(xii), so long as such replacement Liens do not extend to or cover any property other than the following (collectively, “Permitted Liens”): (a) Liens securing property covered by the Obligations pursuant to any Loan Documentoriginal Lien; (bii) Junior Adequate Protection Liens, Replacement Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b)Debtor Liens; (ciii) Liens created under the Loan Documents in favor of the Administrative Agent and the Lenders; (iv) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries in accordance conformity with GAAP; (dv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmenrepair-men’s, lessor’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (evi) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fvii) 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; (gviii) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries; (hix) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (x) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions in respect of consignments or operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (xi) customary rights of setoff and similar Liens in favor of depositary institutions; (xii) Liens for judgments that have not yet become an Event of Default under Section 7.01(k); (xiii) Liens securing Indebtedness permitted under of the Borrower or any Subsidiary incurred pursuant to Section 7.03(e); 6.03(vii) to finance the acquisition of fixed or capital assets, provided that (iA) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iiC) the amount of Indebtedness secured thereby does is not increased; (xiv) Liens on the assets of Foreign Subsidiaries securing Indebtedness and other obligations of any Foreign Subsidiary in an aggregate amount not to exceed the cost or fair market value, whichever is lower, $1,500,000,000; (xv) Liens upon any of the property being acquired on the date of acquisition; (i) Liens on property of a Person and assets existing at the time such Person property or asset is purchased or otherwise acquired by the Borrower or merged into any of its Subsidiaries; provided that any such Lien was not created in contemplation of such purchase or consolidated other acquisition and does not extend to or cover any property or assets other than the property or asset being so purchased or otherwise acquired and the products and proceeds thereof; and provided further that any Indebtedness or other obligations secured by such Liens shall otherwise be permitted under Section 6.03 or this Section 6.01; (xvi) (A) Liens securing Indebtedness in respect of Hedging Agreements, which Indebtedness is permitted by Section 6.03(x), so long as the aggregate amount of Indebtedness so secured (determined on a marked-to-market basis) does not exceed $150,000,000 and (B) Liens securing Indebtedness permitted by Section 6.03(viii) (and in each case of clauses (A) and (B), such Liens shall rank pari passu with any the Liens created under the Loan Party Documents in favor of the Administrative Agent, the Tranche A Lenders and the Tranche B Lenders); (xvii) Liens on assets of the Domestic Entities that arise pursuant to Section 412(n) of the Code or Section 4068 of ERISA (or (A) replacement Liens granted to the extent PBGC pursuant to the DASHI Intercompany Transfer Order or (B) similar Liens (including consensual Liens) on Collateral granted to the PBGC, provided that such acquisition, merger Liens shall have no greater priority or consolidation is otherwise permitted hereunderrights than the Liens granted to the PBGC pursuant to the DASHI Intercompany Transfer Order as such priority and rights are set forth therein and in the Fourth Amendment Approval Order); provided that such Liens do not otherwise give rise to an Event of Default; (ixviii) Liens on assets of the Foreign Subsidiaries that arise pursuant to Section 412(n) of the Code or Section 4068 of ERISA (or (A) replacement Liens granted to the PBGC pursuant to the DASHI Intercompany Transfer Order or (B) similar Liens (including consensual Liens) on Collateral granted to the PBGC, provided that such Liens shall have no greater priority or rights than the Liens granted to the PBGC pursuant to the DASHI Intercompany Transfer Order as such priority and rights are not created set forth therein and in anticipation the Fourth Amendment Approval Order); unless such Liens would otherwise give rise to an Event of Default, or contemplation unless any Person has taken steps to commence enforcement of one or more judgments, orders or enforceable mandates relating thereto, if the aggregate amount of assets in respect of which such enforcement has commenced exceeds ten percent (10%) of the aggregate amount of all assets of the Foreign Subsidiaries; (xix) Liens on assets of any non-Guarantor Domestic Entity that is a joint venture securing Indebtedness of such acquisition, merger Domestic Entity owed to the Borrower or consolidation, a Guarantor that is permitted under Section 6.03(xiii); (iixx) do escrow deposits held in a segregated bank account of the Borrower solely for the purpose of satisfying the Borrower’s obligations pursuant to paragraph 3.b of the UAW Special Attrition Program Agreement (and similar obligations pursuant to comparable labor agreements) in an aggregate amount not extend to property not subject to such Liens at exceed $175,000,000; provided that the time UAW Special Attrition Program Agreement (or relevant comparable labor agreement) has been approved by order of the Bankruptcy Court; and provided further that the terms of such acquisition, merger or consolidation, (iii) are not more favorable escrow agreement provide that the excess of any such escrow deposits over the amounts required to satisfy such obligations shall be returned to the applicable lienholders than their existing Borrower; and (xxi) Liens not otherwise permitted hereunder securing Indebtedness and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference.

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 (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date for taxes, assessments and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes other governmental charges not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Holdings, the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits made to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)contracts, leases, statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case excluding obligations for borrowed money; (ge) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the applicable PersonBorrower or any of its Subsidiaries; (hf) Liens securing (i) Indebtedness permitted under of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.03(e); 7.2(d) to finance the acquisition of fixed or capital assets, provided that (iA) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iiC) the amount of Indebtedness secured thereby does is not exceed increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as such Liens do not at any time encumber any property other than the cost or fair market value, whichever is lower, property of Excluded Acquired Subsidiaries; (g) Liens on assets of the property being acquired on Borrower and any Guarantor, in each case constituting Collateral under the date Guarantee and Collateral Agreement, securing Indebtedness of acquisitionthe Borrower or such Guarantor, as the case may be, incurred pursuant to Section 7.2(k) or (m), subject to the Senior Note Intercreditor Agreement; (h) Liens created pursuant to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any Lender or any Affiliate of any Lender; (i) Liens on property any landlord’s Lien or other interest or title of a Person existing at lessor under any lease or a licensor under a license entered into by the time such Person is acquired Borrower or merged into any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000licensed; (j) Liens created under Pole Agreements on cables and other property affixed to transmission poles or contained in underground conduits; (k) Liens of producers or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act in connection with franchise agreements or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000Pole Agreements; (l) Liens permitted arising from judgments or decrees not constituting an Event of Default under Section 7.03(j8.1(i); (m) other Liens securing obligations arising under or in connection with any sale and leaseback transaction permitted by Section 7.10; (n) Liens consisting of cash collateral in an aggregate amount not exceeding $250,000,000 at any time securing letters of credit issued pursuant to exceed $25,000,000; provided that such Section 7.2(h); (o) junior Liens do not on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any Guarantor incurred pursuant to Section 7.2(e), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders in any material respect than those contained in the Senior Note Intercreditor Agreement as in effect on the Restatement Effective Date; (p) [Reserved] (q) [Reserved] (r) Liens not otherwise permitted by this Section so long as neither (i) the aggregate materially detract from outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $250,000,000 at any Loan Party’s assets or materially impair the use thereof in the operation of its businessone time outstanding; and (ns) clause (n) Liens on assets of this Holdings, the Borrower or any Guarantor in each case constituting Collateral under the Guarantee and Collateral Agreement that are subject to the terms of the First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference7.2(n).

Liens. Create, incur, assume or suffer to exist Incur any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except: (a) Liens securing Indebtedness of the Obligations Group Members incurred pursuant to Section 9.2(c), (e), (q) (but only to the extent that the Indebtedness refinanced by any Loan DocumentPermitted Refinancing was secured) and (r) (but only to the extent of the assets acquired in the respective Permitted Acquisition) and any Permitted Refinancing thereof, so long as such Liens are subject to the terms of an Intercreditor Agreement; (b) Liens existing securing Indebtedness or other obligations in an amount not to exceed the greater of (x) $50,000,000 and (y) 20.5% of LTM EBITDA (as of the last day of the most recent Test Period prior to incurrence of such Liens for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)) at incurrence thereof, including pari passu Liens and Liens securing Junior Financing on the Second Restatement Effective Date Collateral securing the Obligations so long as no Default or Event of Default shall have occurred and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b)be continuing; (c) Liens on cash or Cash Equivalents securing obligations under Swap Agreements permitted hereunder; (d) Liens for taxes taxes, assessments or governmental charges or levies (i) not yet due delinquent or which (ii) that are being contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or the applicable Person Restricted Subsidiary, as the case may be, in accordance conformity with GAAP; (de) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s ’s, suppliers’ or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 thirty (30) days 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, the Borrower or the applicable PersonRestricted Subsidiary, as the case may be, in conformity with GAAP; (ef) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fg) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, utilities, 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) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonGroup Members at the property; (hi) Liens (i) in existence on the Closing Date listed on Schedule 9.3(i); provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased (except to the extent of accrued interest, premiums and fees and expenses payable in connection with a Refinancing) and (ii) securing any Refinancings of Obligations secured by Liens referenced on Schedule 9.3(i) and permitted under Section 9.2(q); (j) Liens securing Indebtedness permitted under of the Group Members incurred pursuant to Section 7.03(e)9.2(f) to finance the acquisition of fixed or capital assets or to Refinance Indebtedness incurred for such purpose; provided that (i) such Liens shall be created within 180 days following the acquisition of such fixed or capital assets or such Refinancing, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and accessions thereto and (iii) in the case of any such Refinancing, the amount of Indebtedness secured thereby is not increased (except by an amount equal to accrued interest, a reasonable premium or other reasonable amount paid in connection with such Refinancing, as applicable, and fees and expenses reasonably incurred in connection therewith); (k) Liens created pursuant to any Loan Document; (l) Liens consisting of (i) any interest or title of a lessor under any lease (including ground leases in respect of real property) entered into by the Group Members in the ordinary course of its business and covering only the assets so leased, (ii) ground leases in respect of real property on which facilities owned by the Indebtedness secured thereby does not exceed the cost or fair market valueGroup Members are located, whichever is lower, and (iii) any matters of the property being acquired record shown on the date of acquisitionany title policies delivered pursuant to this Agreement; (im) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation favor of such acquisition, merger or consolidation, (ii) do not extend customs and revenue authorities arising as a matter of law to property not subject to such Liens at secure payment of customs duties in connection with the time importation of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising goods in the ordinary course of business under or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the New Mexico Oil and Gas Products Lien Act account of such Person to facilitate the purchase, shipment or any similar statute in any storage of such inventory or other jurisdiction or under section 9-319 of the UCC in effect goods in the States ordinary course of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionbusiness; (kn) Liens on cashproperty of any Restricted Subsidiary that is a Non-Guarantor Subsidiary or an Excluded Foreign Subsidiary, Cash Equivalents which Liens secure obligations of the applicable Restricted Subsidiary not prohibited under this Agreement; (o) Liens in respect of the licensing of patents, copyrights, trademarks, trade names, other indications of origin, domain names and Cash Investments securing Swap Contractsother forms of Intellectual Property in the ordinary course of business; (p) Liens arising out of Sale Leaseback Transactions permitted by Section 9.10; (q) Liens arising from precautionary UCC financing statements or similar filings made in respect of operating leases entered into by the Group Members in the ordinary course of business; (r) licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the ordinary course of business; provided that the aggregate amount same do not in any material respect interfere with the business of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000the Group Members taken as a whole; (ls) Liens permitted relating to insurance policies securing Indebtedness incurred under Section 7.03(j9.2(p) and other obligations arising in connection with the financing of insurance premiums; (t) Liens in respect of judgments that do not constitute an Event of Default under Section 11.1(h); (mu) bankers’ Liens, rights of setoff and similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more deposit, securities, investment or similar accounts, in each case granted in the ordinary course of business in favor of the bank or banks or financial institution or financial institutions where such accounts are maintained, securing amounts owing to such bank or other financial institution with respect to cash management or other account arrangements, including those involving pooled accounts and netting arrangements or sweep accounts of the Group Members to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Group Members; provided that in no case shall any such Liens securing obligations secure (either directly or indirectly) the repayment of any Indebtedness; (v) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with any letter of intent or purchase agreement in connection with an aggregate amount not Investment permitted hereunder; (w) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into in the ordinary course of business or Liens arising by operation of law under Article 2 of the New York UCC in favor of a reclaiming seller of goods or buyer of goods; (x) Liens deemed to exceed $25,000,000exist in connection with Investments in repurchase agreements under Section 9.7; provided that such Liens do not extend to any assets other than those assets that are subject of such repurchase agreement; (y) Liens on Capital Stock of Unrestricted Subsidiaries; (z) Liens arising in connection with (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the aggregate normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially detract from interfere with the value ordinary conduct of the business of Holdings and its Restricted Subsidiaries, at the property; (aa) Liens in favor of any Loan Party’s assets or materially impair ; (bb) Liens on equipment of the use thereof Group Members granted in the operation ordinary course of its businessthe business of the Group Members to clients of the Group Members; and (ncc) clause (n) Liens on Capital Stock deemed to exist in connection with any options, put and call arrangements, rights of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencefirst refusal and similar rights relating to Investments in Persons that are not Subsidiaries.

Liens. Create, incur, assume Create or suffer permit to exist any Lien upon on any of its propertythe real or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired) of the Borrower or any Subsidiary thereof, other than the following (collectivelyexcept, “Permitted Liens”):without duplication, for: (a) Liens securing on the Obligations pursuant collateral held by Action Capital or any successor thereof permitted under Section 6.1(b) with respect to any Loan Documentthe maximum permissible Indebtedness under the Action Capital Line of Credit as of the date hereof; (b) Liens existing on securing reimbursement obligations under the Second Restatement Effective Date and listed on Schedule 7.01 and Pledge Agreements up to a maximum amount of $1,000,000 at any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)time outstanding; (c) Liens securing the Euston House Financings up to a maximum amount of £503,000 at any time outstanding; (d) Other Liens existing as of the date hereof disclosed in the Borrower SEC Reports; (e) Liens for taxes Taxes or other governmental charges not yet due at the time delinquent or which are thereafter payable without penalty or being contested in good faith and by appropriate proceedings diligently conductedand, if in each case, for which it maintains adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;; and (df) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law, (ii) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA), (iii) Liens in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves are being maintained and (iv) Liens for security in connection with respect thereto are maintained on the books leaseholds of the applicable PersonBorrower and classroom services agreements or other similar purposed deposits. (g) In the case of real properties, zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected parcel by the Borrower; (eh) pledges Statutory Liens of landlords with respect to real properties that do not singly or deposits in the aggregate materially interfere with the use of property in the ordinary course of business in connection consistent with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety 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, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) 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 acquisitionpast practices; (i) Liens on property Any interest or title of a Person existing at the time such Person is acquired lessor, licensor or merged sublessor under any lease, license or sublease entered into by Borrower or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising Subsidiary as lessor in the ordinary course of business under and covering only the New Mexico Oil and Gas Products Lien Act assets so leased, or subleased; (j) In the case of the Borrower Intellectual Property owned by the Borrower or any similar statute Subsidiary, exclusive and non-exclusive license agreements entered into by Borrower or any Subsidiary as licensor in the ordinary course of business consistent with past practices, pursuant to the sale of Borrower or any other jurisdiction Subsidiary products or under section 9-319 services to client of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming Borrower or any other applicable jurisdictionSubsidiary; (k) Liens on cashExclusive and non-exclusive licenses of patents, Cash Equivalents trademarks, copyrights, and Cash Investments securing Swap Contracts; provided that other intellectual property rights entered into by the aggregate amount Borrower or its Subsidiaries as licensee in the ordinary course of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000business consistent with past practices; (l) Liens permitted under Section 7.03(jsecuring Indebtedness in respect of capitalized leases (and extensions, renewals and replacements thereof); (m) other Liens that constitute purchase money security interests on any property securing obligations in an aggregate amount not to exceed $25,000,000; provided that debt incurred for the purpose of financing all or any part of the cost of acquiring only such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its businessproperty; and (n) clause (n) Other Liens securing Orders for the payment of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencemoney not constituting an Event of Default.

Liens. CreateNone of the Borrower nor the Restricted Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) (i) Liens existing on the Second Restatement Effective Signing Date and listed on Schedule 7.01 7.1(b), (ii) Liens arising under Contractual Obligations listed on Schedule 7.8 and (iii) any renewals modifications, replacements, renewals, refinancings, or extensions thereof, of any of the foregoing; provided that (A) the Lien does not extend to any additional property other than (x) after-acquired property that is affixed or incorporated into the property covered thereby is not increased by such Lien, and any renewal (y) proceeds and products thereof, and (B) the replacement, renewal, extension, or extension refinancing of the obligations secured or benefited thereby by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03(b)7.3; (c) Liens for taxes Taxes that are not yet due overdue for a period of more than sixty (60) days or which that are being contested in good faith and by appropriate proceedings diligently conductedactions, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP; (d) constitutional, statutory, or common law Liens of landlords, sublandlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors, or other like Liens arising in the ordinary course of business which are that secure amounts not overdue for a period of more than 30 sixty (60) days or which if more than sixty (60) days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate proceedings actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges (i) pledges, deposits or deposits Liens in the ordinary course of business in connection with workers’ compensation, unemployment insurance insurance, and other social security legislation, other than 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 Lien imposed by ERISAof its Restricted Subsidiaries; (f) pledges, deposits or Liens to secure the performance of bids, trade contracts contracts, governmental contracts, and leases (other than IndebtednessIndebtedness for borrowed money), statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds bonds, and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of credit and bank guarantees required or requested by any Governmental Authority in connection with any contract or Law) incurred in the ordinary course of business; (g) (i) easements, rights-of-way, restrictions covenants, conditions, restrictions, encroachments, protrusions, permits, and other similar encumbrances and other minor title defects, imperfection or irregularities affecting real property Real Property, and (ii) any exceptions on the mortgage policies which, in the aggregatecase of clauses (i) and (ii), are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or aggregate materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Restricted Subsidiaries, taken as a whole; (h) Liens (i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.1(j) or (ii) securing appeal or other surety bonds related to such judgments; (i) leases, licenses, subleases, or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole or (ii) secure any Indebtedness; (j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution, in each case arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions; (l) Liens (i) on cash advances or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.2(h) and (k) or, to the extent related to any of the foregoing, Section 7.2(o) 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 7.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens (i) in favor of the Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing permitted intercompany Indebtedness and (ii) in favor of the Borrower or any Subsidiary Guarantor; (n) any interest or title of a lessor, sublessor, licensor, or sublicensor under leases, subleases, licenses, or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, and any precautionary Uniform Commercial Code financing statements filed in respect of such interest or title in the affected asset(s); (o) Liens arising out of conditional sale, title retention, consignment, or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted, or not otherwise prohibited, by this Agreement; (p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.2; (q) [Reserved]; (r) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (s) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (t) [Reserved]; (u) Liens to secure Indebtedness permitted under Section 7.03(e7.3(e); provided that (i) such Liens are created within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and 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 replacements, additions and accessions to such assets) other than the Indebtedness secured thereby does not exceed assets subject to such Capitalized Leases and the cost or fair market value, whichever is lower, proceeds and products thereof and customary security deposits; provided that individual financings of the property being acquired on the date equipment provided by one lender may be cross collateralized to other financings of acquisitionequipment provided by such lender; (iv) Liens on property of any Restricted Subsidiary that is not a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisitionproperty does not constitute Collateral; (w) 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 5.14), merger or consolidation is otherwise permitted hereunderin each case after the Effective Date; provided that such Liens (i) are such Lien was not created in anticipation or contemplation of such acquisition, merger acquisition or consolidationsuch Person becoming a Restricted Subsidiary, (ii) do such Lien does not extend to or cover any other assets or property not subject (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 Liens time and which Indebtedness and other obligations are permitted, or not otherwise prohibited, hereunder that require, pursuant to their terms at the time 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, merger or consolidation, ) and (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000secured thereby is permitted under Section 7.3(g); (jx) (i) zoning, building, entitlement, and other land use regulations by Governmental Authorities with which the normal operation of the business materially complies, and (ii) any zoning, order, decree, restriction, condition, permit, or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property and all rights of condemnation or eminent domain that does not materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (y) [Reserved]; (z) Liens on insurance policies and the proceeds thereof securing the financing of producers the premiums with respect thereto; (aa) the modification, replacement, renewal, or extension of any Lien permitted by clauses (u) and (w) of this Section 7.1; provided that (i) the Lien does not extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the renewal, extension, or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.3 (to the extent constituting Indebtedness); (bb) Liens to secure Indebtedness permitted by Section 7.3(l); (cc) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; (dd) Liens arising pursuant to Section 107(l) of CERCLA, 42 U.S.C. § 9607(l); (ee) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises; (ff) Liens on pipelines or pipeline facilities that arise by operation of law; (gg) licenses of patents, trademarks, and other intellectual property rights granted by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (hh) contractual Liens that arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the New Mexico Oil sale, transportation or exchange of oil and Gas Products 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 claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; provided, that any such Lien Act referred to in this clause does not materially impair (i) the use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any similar statute in any other jurisdiction Restricted Subsidiary, or under section 9-319 (ii) the value of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionsuch property subject thereto; (kii) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contractsthe Equity Interests of a Person that is not a Restricted Subsidiary to secure the obligations of such Person (or non-recourse obligations of a Loan Party to the extent permitted by Section 7.3(t)); provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000;and (l) Liens permitted under Section 7.03(j); (mjj) other Liens securing not otherwise permitted hereunder with respect to Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from exceed at any time 5% of Consolidated Total Assets; provided, that no intention to subordinate the value Liens granted to secure the Obligations is hereby implied or expressed or is to be inferred by the permitted existence of any Loan Party’s assets or materially impair of the use foregoing permitted Liens. Notwithstanding the foregoing, no consensual Liens shall exist on Equity Interests that constitute Collateral other than pursuant to clause (a) above. For purposes of determining compliance with this Section 7.1, (A) Liens need not be incurred solely by reference to one category of Liens permitted by this Section 7.1 but are permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the operation event that such Lien (or any portion thereof) meets the criteria of its business; and (n) clause (n) one or more of the categories of Liens permitted by this Section 7.01 as set forth on Schedule 1.01(e7.1, the Borrower shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) is incorporated herein by referencein any manner that complies with this provision.

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 (collectively, the “Permitted Liens”): (a) Liens securing the Obligations Secured Obligations, including arising pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(b); (c) Liens for taxes Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Statutory Liens 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 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if ; provided that adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP; (e) pledges or deposits in the ordinary course of business in connection with (i) workers’ compensation, unemployment insurance and other social security legislation, other than [DocGo] Amended and Restated Credit Agreement any Lien imposed by ERISA▇▇▇▇▇ and (ii) public utility services provided to the Borrower or a Subsidiary; (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, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries; (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); provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; (i) Liens securing Indebtedness permitted under Section 7.03(e7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (ij) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on property deposit in one or more accounts maintained by the Borrower or any of a Person existing at the time such Person is acquired or merged into or consolidated its Subsidiaries with any Loan Party to the extent such acquisitionLender, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising each case in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 favor of the UCC bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided that in effect in no case shall any such Liens secure (either directly or indirectly) the States repayment of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionIndebtedness; (k) Liens any Lien existing on cash, Cash Equivalents and Cash Investments securing Swap Contractsany property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the aggregate case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000thereof; (l) Liens permitted any interest or title of a lessor, licensor or sublessor under Section 7.03(j)any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased; (m) Liens of a collection bank arising under Section 4–210 of the UCC on items in the course of collection; (n) Any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (o) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries or (ii) secure any Indebtedness; [DocGo] Amended and Restated Credit Agreement (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (q) Liens securing Indebtedness of the type referred to in Section 7.02(j); (r) Liens securing the Permitted Term Loan Facility subject to the Acceptable Intercreditor Agreement; and (s) other Liens whether arising by operation of law or granted by a Loan Party, in either case, securing obligations Indebtedness (other than Indebtedness for borrowed money) in an aggregate principal amount not to exceed the $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of 10,000,000 at any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencetime outstanding.

Liens. CreateThe Loan Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Lien upon with respect to any of its propertytheir respective property or assets of any kind (whether real or personal, assets tangible or revenuesintangible), whether now owned or hereafter acquired, other than except for the following (collectively, the “Permitted Liens”): (a) Liens securing created by or otherwise existing under or in connection with this Agreement or the Obligations pursuant to any other Loan DocumentDocuments in favor of the Administrative Agent on behalf of the Secured Parties; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, in favor of a provider of Banking Services in connection with Banking Services; provided that such Liens shall secure the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)Secured Obligations on a pari passu basis; (c) [Reserved] (d) Liens for taxes taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings diligently conducted, if proceedings; provided that adequate reserves with respect thereto to such contested amounts are maintained on the books of any Loan Party or its Subsidiaries, as the applicable Person case may be, in accordance conformity with GAAP; (de) statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ef) 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 deposits securing liability to insurance carriers under insurance or self-insurance arrangements in an aggregate amount not to exceed $500,000; (fg) 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; (gh) easements, rights-of-rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hi) Liens securing Indebtedness permitted under Section 7.03(eexisting on the Second Amendment Effective Date and set forth on Schedule 1.01(b); provided that (i) no such Liens do not Lien shall at any time encumber any be extended to cover property or assets other than the property financed by such Indebtedness or assets subject thereto on the Effective Date and improvements thereon and (ii) the principal amount of the Indebtedness secured thereby does by such Lien shall not exceed the cost be extended, renewed, refunded or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000refinanced; (j) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in this definition (other than Liens in existence on the Second Amendment Effective Date and set forth on Schedule 1.01(b)); provided that such extension, renewal or replacement Lien shall be limited to all or a part of producers the property which secured the Lien so extended, renewed or replaced (plus improvements on such property) and shall not secure additional amounts of Indebtedness; (k) Liens arising in the ordinary course of business under the New Mexico Oil by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and Gas Products Lien Act remedies covering deposit or any similar statute in any securities accounts (including funds or other jurisdiction assets credited thereto) or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming other funds maintained with a depository institution or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000securities intermediary; (l) Liens permitted under Section 7.03(j)any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (m) other restrictions on transfers of securities imposed by applicable Securities Laws; (n) Liens securing obligations arising out of judgments or awards not resulting in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value Event of Default; (o) [Reserved] (p) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party’s assets Party or materially impair the use any Subsidiary thereof in the operation ordinary course of its businessbusiness and covering only the assets so leased, licensed or subleased but only to the extent such lease, license or sublease was entered into (i) prior to the Second Amendment Effective Date, (ii) in connection with the new Restaurants in accordance with the terms of Section 6.05(h) and the other terms of this Agreement and (iii) in connection with a Sale Leaseback pursuant to Section 6.12; (q) Liens in favor of the Administrative Agent and/or Issuing Bank to cash collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations hereunder; and (nr) clause assignments of insurance or condemnation proceeds provided to landlords (nor their mortgagees) pursuant to the terms of any lease and Liens or rights reserved in any lease for rent or for compliance with the terms of such lease. Notwithstanding the foregoing, if a Loan Party shall ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets in violation of this Section 7.01 as set forth Section, then it shall be deemed to have simultaneously granted an equal and ratable Lien on Schedule 1.01(e) is incorporated herein by referenceany such assets in favor of the Administrative Agent for the ratable benefit of the Secured Parties, to the extent such Lien has not already been granted to the Administrative Agent.

Liens. Create, incur, assume or suffer to exist exist, or permit any of their respective Subsidiaries (other than the Non-Guarantor Subsidiaries) to create, incur, assume or suffer to exist, any Lien upon any of its real or personal property, fixtures, revenues or other assets or revenueswhatsoever (including the Collateral), whether now owned or hereafter acquired, of the Borrower, the Guarantors or any of their respective Subsidiaries (other than the following (collectivelyNon-Guarantor Subsidiaries), “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan DocumentObligations; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b)Existing Liens; (c) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if actions and for which adequate reserves in conformity with respect thereto are maintained GAAP have been established on the books of the applicable Person in accordance with GAAPBorrower or such Guarantor or Subsidiary; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days thirty (30) days, or if overdue for more than thirty (30) days, (i) which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if (ii) for which adequate reserves in conformity with respect thereto are maintained GAAP have been established on the books of the applicable PersonBorrower or such Guarantor or Subsidiary; and (iii) with respect to which the obligations secured thereby are not material; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation' compensation insurance, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlike matters; (f) Liens securing Purchase Money Debt or Indebtedness arising under Capitalized Leases; provided, however, that in each case any such Lien attaches only to the specific item(s) of property or asset(s) financed with such Purchase Money Debt or Capitalized Lease; (g) 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; (gh) easements, reservations, exceptions, rights-of-way, covenants, conditions, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) Borrower or such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost Guarantor or fair market value, whichever is lower, of the property being acquired on the date of acquisitionSubsidiary; (i) Liens on property in respect of a Person existing at the time such Person is acquired any writ of execution, attachment, garnishment, judgment or merged into or consolidated with any Loan Party to the extent such acquisitionjudicial award, merger or consolidation is otherwise permitted hereunder; provided that such Liens if (i) are the time for appeal or petition for rehearing has not created expired, an appeal or appropriate proceeding for review is being prosecuted in anticipation good faith and a stay of execution pending such appeal or contemplation of such acquisitionproceeding for review has been secured, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable underlying claim is fully covered by insurance issued by an insurer satisfactory to the applicable lienholders than their existing Liens Administrative Agent, the insurer has acknowledged in writing its responsibility to pay such claim and (iv) secure Indebtedness no action has been taken to enforce such execution, attachment, garnishment, judgment or other obligations in an aggregate amount not to exceed $25,000,000award; (j) Liens of producers arising lessors under or in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionconnection with Operating Leases; (k) Liens securing Indebtedness permitted under clause (b) of Section 9.1, but only to the extent that such Indebtedness is currently secured as set forth on cash, Cash Equivalents Schedules 7.17A and Cash Investments securing Swap Contracts7.17B; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000;and (l) Other non-consensual Liens permitted under Section 7.03(j); not securing Indebtedness, (mi) other Liens securing obligations in an aggregate the amount of which does not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from aggregate, $2,500,000, and (ii) the value existence of which will not have a Material Adverse Effect; provided, however, that any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) Lien permitted by this clause (n) of this Section 7.01 as set forth on Schedule 1.01(el) is incorporated herein permitted only for so long as is reasonably necessary for the Borrower or the affected Subsidiary, using its best efforts, to remove or eliminate such Lien and, provided, further, that any Lien not otherwise permitted by referencethis clause shall be permitted so long as Borrower or the affected Subsidiary shall within thirty (30) days after the filing thereof either (x) cause such Lien to be discharged, or (y) post with Administrative Agent a bond or other security in form and amount satisfactory to Administrative Agent in all respects and shall thereafter diligently pursue its discharge.

Liens. Create, incur, assume Create or suffer to be created or to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”): excepting only (a) Liens securing in favor of Lender to secure the Obligations pursuant to any Loan Document; Obligations, (b) Liens existing on the Second Restatement Effective Date subordinated to Liens in favor of Lender under terms acceptable to Lender in its sole discretion and listed on Schedule 7.01 and any renewals or extensions thereofto which Lender is a party, provided that the property covered thereby is not increased and 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 created by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books operation of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising law in the ordinary course of business which are for amounts not overdue for a period of more than 30 days yet due (or which are being contested in good faith and by appropriate proceedings diligently conducted, if or other appropriate actions which are sufficient to prevent enforcement of such Liens and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with respect thereto are maintained GAAP), (d) Liens existing on the books date of the applicable Person; this Agreement and described in Schedule 9.2, (e) pledges Liens securing Debt or deposits Capital Leases permitted under Section 9.1(c), provided that no such Lien secures any Debt other than the Debt incurred in connection with the purchase or lease of the property subject thereto or encumbers any property (including the proceeds thereof) other than the property purchased or leased with the proceeds of the Debt secured thereby, (f) Liens in the form of precautionary financing statements filed under the Uniform Commercial Code to reflect operating leases, (g) Liens in the form of zoning restrictions, restrictive covenants, rights of way, easements, licenses and other restrictions on the use of real property which do not materially impair the use of such real property in the ordinary operation of the business of Borrower or the applicable Subsidiary of Borrower utilizing the same, and (h) Liens in the form of purchase money security interests in favor of vendors from whom equipment is purchased 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; for resale to customers of Borrower or its Subsidiaries if (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, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i1) such Liens in favor of any vendor do not at any time encumber any cover property other than equipment purchased from such vendor and (2) the property financed Debt secured by such Indebtedness and (ii) Liens is fully paid within 120 days after the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencecreation thereof.

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 (collectively, “Permitted Liens”):except for: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals for taxes, levy, import, duty, assessment, charge or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes fee not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) statutory Liens of landlords, banks (and rights of set-off), carriers’, warehousemen’s, mechanics’, workmen’s, materialmen’s, repairmen’s or other like similar Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of tenders, government contracts, 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 and return of money bonds and other similar obligations of a like nature incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions restrictions, encroachments and other similar encumbrances affecting real property whichincurred in the ordinary course of business and other minor defects or irregularities in title, in each case that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries; (hf) Liens in existence on the Original Closing Date listed on Schedule 8.3(f), securing Indebtedness permitted by Section 8.2(d), provided that no such Lien is spread to cover any additional property after the Original Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness permitted under of the Borrower or any other Subsidiary incurred pursuant to Section 7.03(e); 8.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens 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 (iiiii) the amount of Indebtedness secured thereby does is not exceed increased; (h) Liens created pursuant to the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitionSecurity Documents; (i) Liens on property any interest or title of a Person existing at lessor or a sublessor under any lease entered into by the time such Person is acquired Borrower or merged into or consolidated with any Loan Party to Subsidiary in the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation ordinary course of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at its business and covering only the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000assets so leased; (j) Permitted Seller Debt Liens incurred by an Acquisition Subsidiary as security for Permitted Seller Debt; provided that (i) such Permitted Seller Debt Liens shall only be permitted to the extent that such Liens will secure Permitted Seller Debt that initially represents 80% or more of producers arising the aggregate consideration of the applicable Permitted Acquisition, (ii) such Permitted Seller Debt Liens shall not at any time cover or encumber any assets or property other than the assets or property financed by the applicable Permitted Seller Debt or Liens securing receivables and/or inventory in the ordinary course of business under in respect of such asset or property acquired, except that such Permitted Seller Debt Liens may extend to assets or properties that replace the New Mexico Oil and Gas Products Lien Act original assets or properties so financed, (iii) such Permitted Seller Debt Liens shall not at any similar statute in time cover or encumber any other jurisdiction or under section 9after-319 acquired property of the UCC applicable Acquisition Subsidiary, except as set forth in effect clause (ii) with respect to replacement property, (iv) the Collateral Agent, for the benefit of the Lenders shall have (A) a valid and perfected Lien covering all assets and property transferred pursuant to a Permitted Acquisition in which Permitted Seller Debt was incurred if and to the extent that a Lien covering such assets and property may be perfected under applicable law and (B) a valid and perfected Lien covering all other property of the applicable Acquisition Subsidiary if and to the extent that a Lien covering such assets and property may be perfected under applicable law, and each Lien described in clauses (A) and (B) shall be prior to all Liens other than any Liens permitted by this Section 8.3, and (v) the Borrower shall have delivered drafts and execution copies of all agreements and documents governing the terms and conditions of each such Permitted Seller Debt Lien as required by Section 8.2(n), and each such agreement and document shall be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (and in the States case of Texasthe Collateral Agent only, Kansas, Montana, Utah if and Wyoming or any other applicable jurisdictionfor so long as the Minimum Condition is satisfied); (k) Liens on cashany building code, Cash Equivalents and Cash Investments securing Swap Contracts; provided that zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the aggregate amount use of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000any real property; (l) Liens permitted under any attachment or judgment Lien not constituting a Default or Event of Default pursuant to Section 7.03(j)9, so long as such Lien could not reasonably be expected to have a Material Adverse Effect; (m) other Liens securing obligations incurred in an aggregate amount not connection with the purchase or shipping of goods or assets on the related assets and proceeds thereof in favor of the seller or shipper of such goods or assets; (n) Liens in favor of customs and revenue authorities arising as a matter of law to exceed $25,000,000; provided that such Liens do not secure payment of customs duties in connection with the importation of goods; (o) licenses of Intellectual Property granted by the Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of the Borrower or such Subsidiary; (p) Liens not otherwise permitted by this Section so long as neither (i) the aggregate materially detract from outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $250,000 at any Loan Party’s assets or materially impair the use thereof one time; (q) purchase price deposits made in the operation of its businessconnection with Permitted Acquisitions; and (nr) clause (n) matters that would be disclosed by an accurate survey or inspection of this Section 7.01 as set forth the property which would not have a material adverse effect on Schedule 1.01(e) is incorporated herein by referencethe operations, condition, value, occupancy or use of that property.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesthe property of any Loan Party, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes Taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance or payment bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personany Group Member; (hf) Liens securing Indebtedness permitted under of any Group Member incurred pursuant to Section 7.03(e); 7.2(d) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iiiii) the amount of Indebtedness secured thereby does is not exceed increased; (g) Liens created pursuant to the cost Account Control Agreement; (h) any interest or fair market value, whichever is lower, title of a lessor under any lease entered into by the property being acquired on Borrower in the date ordinary course of acquisitionits business and covering only the assets so leased; (i) Liens existing on the Closing Date and listed on Schedule 7.3 hereto and any modifications, replacements, renewals or extensions thereof; provided that (A) the Lien does not extend to any additional property other than (x) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and (y) proceeds and products thereof, (B) the amount secured or benefited thereby is not increased except as contemplated by Section 7.2(l), (C) the direct or any contingent obligor with respect thereto is not changed and (D) any renewal, extension or modification of the obligations secured or benefited by such Liens is permitted by Section 7.2(l); (j) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(i); (k) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any a Loan Party to the extent Party; provided, that such acquisition, Liens were not created in contemplation of such merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) and do not extend to property not subject to such Liens at any assets other than those of the time of such acquisitionPerson merged into or consolidated with the relevant Loan Party, merger or consolidation, (iii) are not more favorable to and the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not secured by such Lien is permitted pursuant to exceed $25,000,000this Agreement; (jl) Liens (A) of producers a collecting bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (B) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business under and (C) in favor of a banking institution arising as a matter of law encumbering deposits (including the New Mexico Oil right of set-off) and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of which are within the UCC in effect general parameters customary in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j)banking industry; (m) pledges or deposits of cash and Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of insurance in the ordinary cause of business; (n) (A) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (x) interfere in any material respect with the business of a Loan Party or (y) secure any Indebtedness and (B) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Loan Parties or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; (o) Liens arising from precautionary Uniform Commercial Code financing statements regarding, and any interest or title of a licensor, lessor or sublessor under, operating leases permitted by this Agreement; (p) Liens on cash and Cash Equivalents securing Swap Agreements permitted pursuant to Section 7.2(j) owing to one or more Persons; and (q) other Liens securing obligations in an aggregate principal amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference10,000,000.

Liens. Create, incur, assume or suffer to exist exist, or permit any of their respective Subsidiaries (other than the Non-Guarantor Subsidiaries) to create, incur, assume or suffer to exist, any Lien upon any of its real or personal property, fixtures, revenues or other assets or revenueswhatsoever (including the Collateral), whether now owned or hereafter acquired, of the Borrower, the Guarantors or any of their respective Subsidiaries (other than the following (collectivelyNon-Guarantor Subsidiaries), “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan DocumentObligations; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b)Existing Liens; (c) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if actions and for which adequate reserves in conformity with respect thereto are maintained GAAP have been established on the books of the applicable Person in accordance with GAAPBorrower or such Guarantor or Subsidiary; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days thirty (30) days, or if overdue for more than thirty (30) days, (i) which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if (ii) for which adequate reserves in conformity with respect thereto are maintained GAAP have been established on the books of the applicable PersonBorrower or such Guarantor or Subsidiary; and (iii) with respect to which the obligations secured thereby are not material; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation' compensation insurance, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlike matters; (f) Liens securing Purchase Money Debt or Indebtedness arising under Capitalized Leases; provided, however, that in each case any such Lien attaches only to the specific item(s) of property or asset(s) financed with such Purchase Money Debt or Capitalized Lease; (g) 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; (gh) easements, reservations, exceptions, rights-of-way, covenants, conditions, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) Borrower or such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost Guarantor or fair market value, whichever is lower, of the property being acquired on the date of acquisitionSubsidiary; (i) Liens on property in respect of a Person existing at the time such Person is acquired any writ of execution, attachment, garnishment, judgment or merged into or consolidated with any Loan Party to the extent such acquisitionjudicial award, merger or consolidation is otherwise permitted hereunder; provided that such Liens if (i) are the time for appeal or petition for rehearing has not created expired, an appeal or appropriate proceeding for review is being prosecuted in anticipation good faith and a stay of execution pending such appeal or contemplation of such acquisitionproceeding for review has been secured, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable underlying claim is fully covered by insurance issued by an insurer satisfactory to the applicable lienholders than their existing Liens Administrative Agent, the insurer has acknowledged in writing its responsibility to pay such claim and (iv) secure Indebtedness no action has been taken to enforce such execution, attachment, garnishment, judgment or other obligations in an aggregate amount not to exceed $25,000,000award; (j) Liens of producers arising lessors under or in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionconnection with Operating Leases; (k) Liens securing Indebtedness permitted under clause (b) of Section 9.1, but only to the extent that such Indebtedness is currently secured as set forth on cash, Cash Equivalents Schedules 7.17A and Cash Investments securing Swap Contracts7.17B; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000;and (l) Other non-consensual Liens permitted under Section 7.03(j); (m) other Liens not securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not Indebtedness, the existence of which in the aggregate materially detract from the value of will not have a Material Adverse Effect, provided that any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) Lien permitted by this clause (n) of this Section 7.01 as set forth on Schedule 1.01(el) is incorporated herein by referencepermitted only for so long as is reasonably necessary for the Borrower or the affected Subsidiary, using its best efforts, to remove or eliminate such Lien.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes that are not yet due overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAPGAAP or the equivalent accounting principles in the relevant local jurisdiction; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety 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; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries; (f) Liens (not affecting the Unencumbered Properties) in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property that is an Unencumbered Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased in violation of Section 7.2; (g) Liens securing the Obligations; (h) Liens securing Indebtedness permitted any interest or title of a lessor under Section 7.03(e); provided that (i) such Liens do not at any time encumber lease entered into by the Borrower or any property other than Subsidiary in the property financed by such Indebtedness ordinary course of its business and (ii) covering only 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 acquisitionassets so leased; (i) Liens on property of a Person existing at (not affecting the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisitionUnencumbered Properties) securing Indebtedness constituting Indebtedness permitted by Section 7.2(f), merger or consolidation is otherwise permitted hereunder; provided that such and Liens (inot affecting Unencumbered Properties) are not created incurred in anticipation or contemplation connection with the cash collateralization of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000any Swap Agreement permitted by Section 7.12; (j) Liens (not affecting the Unencumbered Properties) arising from judgments or orders for the payment of producers money (or appeal or other surety bonds relating thereto) not constituting an Event of Default under Section 8; (k) Liens (i) of a collection bank arising under section 4-208 or 4-210 of the Uniform Commercial Code or other similar provisions of applicable Law on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of common or statutory Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff); (l) Liens (i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted hereunder to be applied against the purchase price for such Investment or other acquisition, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted hereunder, in each case, solely to the extent such Investment or other acquisition or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien or on the date of any contract for such Investment or Disposition; (m) Liens that are customary contractual rights of setoff or banker’s liens (i) relating to the establishment of depository relations with banks or other deposit-taking financial institutions in the ordinary course and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit, automatic clearinghouse accounts or sweep accounts of Holdings, the Borrower or any of the Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business under of Holdings, the New Mexico Oil and Gas Products Lien Act Borrower or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionSubsidiaries; (kn) Liens on cash, Cash Equivalents insurance policies and Cash Investments the proceeds thereof securing Swap Contracts; provided that the aggregate amount financing of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000the premiums with respect thereto; (lo) Liens permitted under Section 7.03(j)customary rights of first refusal and tag, drag and similar rights in joint venture agreements entered into in the ordinary course of business; (mp) other customary Liens securing obligations in of an aggregate amount not indenture trustee on money or property held or collected by it to exceed $25,000,000; provided that secure fees, expenses and indemnities owing to it by any obligor under an indenture; (q) Liens on Real Property where a Group Member is insured against such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its businessby title insurance; and (nr) clause (n) the interests of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencelessees and lessors under leases or subleases of, and the interest of managers or operators with respect to, real or personal property made in the ordinary course of business.

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 (collectively, collectively “Permitted Liens”): (a) Liens securing ▇▇▇▇▇ created in favor of the Obligations Collateral Agent, for the benefit of the Secured Parties, pursuant to any Loan Documentthe Collateral Documents; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals for Taxes, assessments or extensions thereof, provided that the property covered thereby is governmental charges (i) which are not increased and any renewal yet delinquent for more than 30 days or extension of the obligations secured remain payable without penalty or benefited thereby is permitted by Section 7.03(b)(ii) which are being Properly Contested; (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 that are not overdue due and payable for a period of more than 30 90 days or which remain payable without penalty or 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 PersonProperly Contested; (ed) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fe) Liens consisting of customary security deposits to secure the performance of bids, trade contracts and under operating 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 entered into in the ordinary course of business; (f) Liens not securing Indebtedness arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor (except to the extent of the Collateral Agent having “control” within the meaning of the UCC) in excess of those set forth by regulations promulgated by the FRB and no such deposit account is intended by the Borrower to provide collateral to the depository institution; (g) easements, rights-of-way, restrictions pledges and other similar encumbrances affecting real property which, deposits in the aggregate, are not substantial ordinary course of business securing liability for reimbursement or indemnification obligations to (including obligations in amount, and which do not in any case materially detract from respect of letters of credit or bank guarantees for the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personbenefit of) insurance carriers; (h) Liens securing Indebtedness permitted of the type described in Section 7.05(j); provided that (x) such Lien may not extend to any property or equipment (or assets affixed or appurtenant thereto) other than the property or equipment being financed or refinanced under Section 7.03(e7.05(j), replacements of such property, equipment or assets, and additions and accessions and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, (y) such Lien is incurred, and the Indebtedness secured thereby is created, within 270 days after such purchase, lease, construction, installation, maintenance, replacement or improvement and (z) such Indebtedness secured thereby does not exceed 100% of the cost of such equipment or other property or improvements at the time of such purchase, lease, construction, installation, maintenance, replacement or improvement plus any fees, costs, and expenses incurred in connection with such Indebtedness; (i) Liens on assets (other than Real Property) securing judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights relating to litigation not constituting an Event of Default under Section 8.01(i), and (ii) any pledge and/or deposit securing any settlement of litigation; (j) Liens (including deposits) to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of like nature, in each case in the ordinary course of business; (k) easements, zoning restrictions, rights-of-way, minor defects or irregularities in title, and similar encumbrances on real property imposed by law or arising in the ordinary course of business which, either individually or in the aggregate, (i) could not reasonably be expected to result in a Material Adverse Effect, (ii) do not detract from the ownership, maintenance, use, operation or value of the Real Property encumbered thereby, (iii) do not interfere with the ordinary conduct of business of the Borrower or any of its Subsidiaries, or the business conducted on the related Real Property, (iv) do not secure Indebtedness for borrowed money, and (v) are not violated by the current and ongoing use of the Real Property subject thereto; (l) Liens in existence as of the date hereof which are listed on Schedule 7.03, and any renewals, modifications, replacements, and extensions of such Liens; provided that (i) the aggregate principal amount of the Indebtedness secured by such Liens does not increase from that amount outstanding at the time of any such renewal, modification, replacement, or extension, (ii) any such renewal, modification, replacement, or extension does not encumber any additional assets or properties of the Borrower or any other Loan Party and (iii) such renewal, modification, replacement, or extension does not affect or change the Lien priority with respect to the Obligations; (m) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any other Loan Party or any Lien existing on any property or asset of any Person that becomes a Subsidiary of the Borrower or any other Loan Party at the time such Person becomes a Subsidiary of the Borrower or other Loan Party; provided that (i) such Liens do Lien is not at any time encumber any property other than created in contemplation of, or in connection with, such acquisition or such Person becoming a Subsidiary, as the property financed by such Indebtedness and case may be, (ii) such Lien shall apply only to the Indebtedness secured thereby does not exceed the cost or fair market valuesame assets to which it applied immediately prior to such acquisition, whichever is lower, of the property being acquired and (iii) such Lien shall secure only those obligations which it secures on the date of acquisitionsuch acquisition or the date such Person becomes a Subsidiary, as the case may be, and any refinancing, refunding, extension, renewal, or replacement thereof that does not increase the outstanding principal amount thereof plus any accrued interest, premium, fee, and reasonable and documented out-of-pocket expenses payable in connection with any such refinancing, refunding, extension, renewal, or replacement; (in) Liens arising from precautionary Uniform Commercial Code financing statement filings solely as a precautionary measure in connection with operating leases or consignment of goods; (o) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidationany Securitizable Assets and any proceeds thereof, (ii) do not extend to property not subject to such Liens at the time of such acquisitionany Equity Interests or any assets of, merger or consolidationany SPV Entity and any proceeds thereof, and (iii) are not more favorable any Deposit Accounts or other accounts holding funds to purchase and/or collect on the applicable lienholders than their existing Liens foregoing assets, in each case of clauses (i), (ii) and (iviii), incurred in connection with any SPV Financing (other than the Residual Financing Facility); (p) secure other Liens securing obligations (other than obligations representing Indebtedness or other obligations for borrowed money) in an aggregate amount not to exceed $25,000,0001,000,000; (jq) Liens on Bank Product Partner Accounts and Other Product Partner Accounts; (r) Liens of producers a collecting bank arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9Section 4-319 210 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionrelevant jurisdiction covering only the items being collected upon; (ks) Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (t) Liens arising out of conditional sale, title retention, consignment or similar arrangements entered into in the ordinary course of business for the sale of goods in the ordinary course of business, in each case extending solely to the assets that are the subject of such sale; (u) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (v) ▇▇▇▇▇ on and in respect of ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or purchase agreement permitted hereunder; (w) Liens on cash, Cash Equivalents and Cash Investments cash collateral securing Swap Contracts; provided that Contracts entered into in the aggregate amount ordinary course of cash, Cash Equivalents business for bona fide hedging purposes and Cash Investments subject to such Liens may at no time exceed $10,000,000not for speculation; (lx) Liens permitted under Section 7.03(j)of the applicable issuing bank on Letter of Credit Proceeds Accounts; (my) other Liens securing obligations in an aggregate amount Indebtedness incurred under the Residual Financing Facility; and (z) Liens on Cash and Cash Equivalents not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 1,000,000 as set forth on Schedule 1.01(e) is incorporated herein by referencecollateral for Banking Services.

Liens. CreateThe Borrower and Guarantor will not, and will not permit any of their Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets (real or revenuespersonal, tangible or intangible), whether now owned or hereafter acquiredacquired or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase or leaseback such property or assets (including sales or accounts receivable with recourse to such Borrower, Guarantor or any of their respective Subsidiaries), or assign any right to receive income or permit the filing of any financing statement under the UCC or any other than the following (collectivelysimilar notice of Lien under any similar recording or notice statute, “Permitted Liens”):except: (a) Liens securing payment of the Obligations granted pursuant to any Loan DocumentDocument or Liens securing Credit Hedging Agreements; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b)securing Permitted Construction Indebtedness; (c) Liens for taxes not yet due securing Mortgage Indebtedness 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 GAAPPermitted Mezzanine Indebtedness; (d) Liens securing Indebtedness of the type permitted and described in clause (d) of Section 7.2.2; (e) Liens on cash or Cash Equivalents or deposit accounts holding cash or Cash Equivalents securing Hedging Agreements or letter of credit reimbursement obligations permitted under Section 7.2.2(e) or Liens securing FF&E purchase money indebtedness or capital lease obligations permitted under Section 7.2.2(e); (f) inchoate Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or to the extent payment is not required pursuant to Section 7.1.4; (g) Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or materialmen and landlords and other like similar Liens arising imposed by law incurred in the ordinary course of business which are business, in each case so long as such Liens could not overdue for reasonably be expected, either individually or in the aggregate, to have a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonMaterial Adverse Effect; (eh) pledges Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers’ workmen’s compensation, unemployment insurance and or other social security legislationforms of governmental insurance or benefits, other than any Lien imposed by ERISA; (f) deposits or to secure the performance of tenders, statutory and regulatory obligations, bids, trade leases and contracts and leases or other similar obligations (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 for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety bonds or performance or return-of-money bonds; (gi) Liens consisting of judgment or judicial attachment liens in circumstances not constituting an Event of Default under Section 8.1.6; (j) easements, rights-of-way, restrictions municipal and zoning ordinances or similar restrictions, minor defects or irregularities in title and other similar charges or encumbrances affecting real property which, in the aggregate, are not substantial in amount, securing Indebtedness and which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable PersonBorrower or its Subsidiaries; (hk) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged Leases for space entered into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act affecting any Property (to tenants as tenants only, without purchase rights or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contractsoptions); provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000;and (l) Liens permitted under Section 7.03(j); (m) arising solely by virtue of any statutory or common law provision relating to banks’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other Liens securing obligations in an aggregate amount not to exceed $25,000,000; funds maintained with a creditor depository institution, provided that such Liens do deposit account is not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencea cash collateral account.

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 (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date date hereof and listed on Schedule 7.01 8.01 and any renewals or extensions thereof, provided that (i) such Lien shall not apply to any other Property of the property covered Consolidated Parties, (ii) the maximum amount secured or benefited thereby is not increased increased, and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)8.03; (c) Liens 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 conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety 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, restrictions and other similar encumbrances affecting real property Property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property 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 9.01(i); (i) Liens securing Indebtedness permitted under Section 7.03(e8.03(e) or Section 8.03(m); provided that that, (i) in the case of Liens securing Indebtedness permitted under clause (i) of Section 8.03(e) or clause (i) of Section 8.03(m), (A) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and Indebtedness, (iiB) the Indebtedness secured thereby does not not, at the time incurred, exceed the cost or fair market value, whichever is lower, of the property Property being acquired acquired, constructed or improved on the date of acquisition, construction or improvement, as applicable, and (C) such Liens attach to such Property concurrently with or within 180 days after the acquisition or completion of construction or improvement, as applicable, thereof; and (ii) in the case of Liens securing Indebtedness permitted under clause (ii) of Section 8.03(e), (A) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and the proceeds thereof generated by the sale of such Property to the applicable customer, (B) the Indebtedness secured thereby does not, at the time incurred, exceed the sale price to the customer of the Property being acquired, and (C) such Liens attach to such Property substantially concurrently with the acquisition thereof; (ij) Liens on property subleases of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party real Property and licenses of Intellectual Property granted to the extent such acquisitionother Persons, merger or consolidation is otherwise permitted hereunder; provided that such Liens in each case (i) are not created entered into in anticipation or contemplation the ordinary course of such acquisition, merger or consolidationits business, (ii) do not extend intended to property constitute a financing arrangement, and (iii) not subject interfering in any material respect with the business of any Consolidated Party; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens 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; (m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (p) Liens existing or deemed to exist in connection with any Permitted Receivables Financing, but only to the extent that any such Lien relates to the applicable Transferred Assets purported to be sold, contributed, financed or otherwise conveyed or pledged pursuant to such transaction; (q) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (r) any interest of title of a buyer in connection with, and Liens arising from Uniform Commercial Code financing statements relating to, a sale of receivables permitted by this Agreement; (s) any Lien on Property not owned by the Borrower or any Subsidiary on the Closing Date that is in existence at the time that such Property is acquired by the Borrower or any Subsidiary or at the time that the Person that owns such Property becomes a Subsidiary, provided that such Lien is not created in contemplation of, or in connection with, such acquisition or such Person becoming a Subsidiary, as the case may be; (t) Liens, leases, and grants of such acquisitionindefeasible rights of use, merger rights of use and similar rights in respect of capacity, dark fiber and similar assets of the Consolidated Parties in the ordinary course of business either existing as of the Closing Date or consolidation, as permitted pursuant to Section 8.05; (iiiu) are not more favorable to the applicable lienholders other Liens (other than their existing Liens and (ivon Capital Stock of any Subsidiary) secure securing Indebtedness or other obligations in an aggregate principal amount not to exceed $25,000,00020,000,000 at any time outstanding; (jv) Liens consisting of producers arising margin deposits on Property securing exchange traded or other commodities Swap Contracts entered into in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (nw) clause (n) of this Liens on Property owned by any Excluded Subsidiary securing Indebtedness permitted under Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference8.03(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 Restricted Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not increased changed, (ii) [reserved], (iii) the direct or any contingent obligor with respect thereto is not changed, and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)(iv) [reserved]; (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’, landlord’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, laborer’s, or other like Liens arising in the ordinary course of business which do not secure Indebtedness for borrowed money and which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, self-insurance obligations, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety 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, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(e7.02(f), including such Liens outstanding on the date hereof; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (ij) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated Leases with any Loan Party respect to the extent assets or properties of any of the Borrower or any Restricted Subsidiary, in each case entered into in the ordinary course of such acquisitionPerson’s business so long as such leases do not apply to Collateral or are subordinate in all respects to the Liens granted and evidenced by the Collateral Documents and do not, merger individually or consolidation is otherwise permitted hereunder; provided that such Liens in the aggregate, (i) are not created interfere in anticipation any material respect with the ordinary conduct of the business of the Borrower or contemplation of such acquisition, merger any Restricted Subsidiary or consolidation, (ii) do not extend to materially impair the use (for its intended purposes) or the value of the property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000thereto; (jk) Liens arising out of producers arising conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business under in accordance with the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 past practices of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000Person; (l) Liens on property of the Borrower and the Guarantors securing Indebtedness existing on the Closing Date and permitted under Section 7.03(j7.02(g), 7.02(o), 7.02(p) and, solely with respect to the ABL Collateral, 7.02(q); (m) [reserved]; (n) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business; (o) [reserved]; and (p) other Liens securing obligations Indebtedness outstanding in an aggregate principal amount not to exceed $25,000,000250,000; provided that no such Liens do not in the aggregate materially detract from the value of shall extend to or cover any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referenceCollateral.

Liens. CreateThe Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Lien upon with respect to any of its propertytheir respective property or assets of any kind (whether real or personal, assets tangible or revenuesintangible), whether now owned or hereafter acquired, other than except for the following (collectively, the “Permitted Liens”): (a) Liens securing created by or otherwise existing or arising under or in connection with this Agreement or the Obligations pursuant to any Loan Documentother Credit Documents in favor of the Administrative Agent on behalf of the Secured Parties; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, in favor of a Bank Product Provider in connection with a Bank Product; provided that such Liens shall secure the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)Credit Party Obligations on a pari passu basis; (c) Liens securing purchase money Indebtedness and Capital Lease Obligations (and refinancings thereof) to the extent permitted under Section 6.1(c); provided, that (i) any such Lien attaches to such property concurrently with or within thirty (30) days after the acquisition thereof and (ii) such Lien attaches solely to the property so acquired in such transaction; (d) Liens for taxes taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace (not to exceed sixty (60) days), if any, related thereto has not expired or which 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 any Credit Party or its Subsidiaries, as the applicable Person case may be, in accordance conformity with GAAP; (de) statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; provided that a reserve or other appropriate provision shall have been made therefor; (ef) 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 deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (fg) 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; (gh) easements, rights-of-rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hi) Liens securing Indebtedness permitted under Section 7.03(eexisting on the Closing Date and set forth on Schedule 1.1(b); provided that (i) no such Lien shall at any time be extended to cover property or assets other than the property or assets subject thereto on the Closing Date and improvements thereon and (ii) the principal amount of the Indebtedness secured by such Lien shall not be extended, renewed, refunded or refinanced except to the extent permitted pursuant to this Agreement; (j) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in this definition (other than Liens set forth on Schedule 1.1(b)); provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property); (k) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary; (l) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (m) restrictions on transfers of securities imposed by applicable Securities Laws; (n) Liens arising out of judgments or awards not resulting in an Event of Default; provided that the applicable Credit Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; (o) Liens on the property of a Person existing at the time such Person becomes a Subsidiary of a Credit Party in a transaction permitted hereunder securing Indebtedness in an aggregate principal amount not to exceed $40,000,00060,000,000 for all such Persons; provided, however, that any such Lien may not extend to any other property of any Credit Party or any other Subsidiary that is not a Subsidiary of such Person; (p) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Credit Party or any Subsidiary thereof in the ordinary course of its business and covering only the assets so leased, licensed or subleased; (q) Liens in favor of the Administrative Agent, Issuing Lender and/or Swingline Lender to Cash Collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations hereunder; (r) Liens granted in the ordinary course of business on the unearned portion of insurance premiums and on any loss payments which reduce the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under Section 6.1(j); (s) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens or rights reserved in any lease for rent or for compliance with the terms of such lease; (t) Liens securing the obligations of the lessee under the Getty Lease; provided that such Liens do not at any time encumber any property other than (i) personal property of such lessee (which shall not include any inventory, accounts, rents or the property financed by such Indebtedness proceeds thereof) located on the premises subject to the Getty Lease and (ii) the underground storage tanks and related piping, fittings, below ground meters, below ground components of automatic tank gauging systems and leak detection systems, and all other below ground components of the fuel storage and delivery systems located on the premises subject to the Getty Lease; (u) tenant purchase options existing on the Closing Date or purchase options granted to tenants after the Closing Date so long as such options are for not less than 85% of the fair market value of the property subject to the applicable purchase option; (v) leases, subleases, licenses and sublicenses of assets, in each case, entered into by the BorrowerBorrowers or any of itstheir Subsidiaries in the ordinary course of business; (w) Liens arising by virtue of Uniform Commercial Code financing statement filings regarding operating leases entered into by the BorrowerBorrowers or any of itstheir Subsidiaries in the ordinary course of business; (x) each Operating Lease (as such term is defined in each of the Mortgage Instruments) and the Master Lease; (y) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with any letter of intent or purchase agreement in connection with an Investment permitted pursuant to Section 6.5; (z) purchase rights and rights of first refusal that constitute Liens; and (aa) additional Liens so long as the principal amount of Indebtedness and other obligations secured thereby does not exceed $10,000,000 in the cost aggregate. Notwithstanding the foregoing to the contrary and subject to clauses (h) and (v) of this Section 6.2, the Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or fair market valuepermit to exist any Lien with respect to any of their respective leasehold interests, whichever is lowerwhether now owned or hereafter acquired. Notwithstanding the foregoing, if a Credit Party shall ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets in violation of this Section, then it shall be deemed to have simultaneously granted an equal and ratable Lien on any such assets in favor of the property being acquired on Administrative Agent for the date ratable benefit of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party Secured Parties, to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are Lien has not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable already been granted to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referenceAdministrative Agent.

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 (collectively, “Permitted Liens”): following: (a) Liens securing the Obligations pursuant to any Loan Document; ; (b) Liens existing on the Second Restatement Effective Closing Date and listed set forth on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b7.01(b); ; (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 GAAP; GAAP or (iii) the nonpayment of which would not result in a breach of Section 6.14; (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 30 thirty (30) days or if more than thirty (30) days overdue, are unfiled (or, if, filed have been discharged or stayed) and no other action has been taken to enforce such Lien or (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;Person to the extent required in accordance with GAAP; (e) (ei) 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 and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to any Lien imposed by ERISA; Parent, the Borrower or any Restricted Subsidiary; (f) deposits Liens incurred in the ordinary course of business 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 incurred in the ordinary course of business; (including those to secure health, safety and environmental obligations); (g) easements, rights-of-way, restrictions restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Parent, the applicable Person; Borrower or any Restricted Subsidiary; (h) Liens securing Indebtedness permitted judgments for the payment of money not constituting an Event of Default under Section 7.03(e8.01(h); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference.-109- #95982248v17

Liens. CreateThe Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Lien upon of any kind on any property or asset of its propertyany kind of the Borrower or any Subsidiary, assets or revenues, whether now owned or hereafter acquired, other than except the following (collectively, the “Permitted Liens”): (a) Liens securing existing on the Obligations pursuant date hereof (each such Lien, to any Loan Documentthe extent it secures Indebtedness or other obligations in an aggregate amount of $10,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $10,000,000) or more, being described on Schedule 5.17 attached hereto); (b) Liens existing on arising in the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals ordinary course of business by operation of law, deposits, pledges or extensions thereofother Liens in connection with workers’ compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, public or statutory obligations or other similar charges, good faith deposits, pledges or other Liens in connection with (or to obtain letters of credit in connection with) bids, performance, return-of-money or payment bonds, contracts or leases to which the Borrower or its Subsidiaries are parties or other deposits required to be made in the ordinary course of business; provided that in each case the property covered thereby obligation secured is not increased for Indebtedness for borrowed money and any renewal or extension of the obligations secured or benefited thereby is permitted not overdue or, if overdue, is being contested in good faith by Section 7.03(b)appropriate proceedings and reserves in conformity with GAAP have been provided therefor; (c) mechanics’, workmen’s, materialmen’s, landlords’, carriers’, maritime or other similar Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens) related to obligations not overdue for more than thirty (30) days if such Liens arise with respect to domestic assets and for more than ninety (90) days if such Liens arise with respect to foreign assets, or, if so overdue, that are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor, or if such Liens otherwise could not reasonably be expected to have a Material Adverse Effect; (d) Liens for taxes Taxes not yet more than ninety (90) days past due or which can thereafter be paid without penalty or which are being contested in good faith and by appropriate proceedings diligently conductedand reserves in conformity with GAAP have been provided therefor, or if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPsuch Liens otherwise could not reasonably be expected to have a Material Adverse Effect; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens imposed by ERISA (or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or comparable foreign laws) which are being contested in good faith and by appropriate proceedings diligently conductedand reserves in conformity with GAAP have been provided therefor, or if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAsuch Liens otherwise could not reasonably be expected to have a Material Adverse Effect; (f) deposits to secure the performance Liens arising out of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)awards against the Borrower or any of its Subsidiaries, performance or in connection with surety or appeal bonds or the like in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or for which the Borrower or such Subsidiary shall be prosecuting on appeal or proceeding for review, and other obligations of for which it shall have obtained (within thirty (30) days with respect to a like nature incurred judgment or award rendered in the ordinary course United States or within sixty (60) days with respect to a judgment or award rendered in a foreign jurisdiction after entry of businesssuch judgment or award or expiration of any previous such stay, as applicable) a stay of execution or the like pending such appeal or proceeding for review; provided, that the aggregate amount of uninsured or underinsured liabilities (net of customary deductibles, and including interest, costs, fees and penalties, if any) of the Borrower and its Subsidiaries secured by such Liens shall not exceed the Dollar Equivalent of $50,000,000 at any one time outstanding; (g) easementsLiens on fixed or capital assets acquired, rights-of-wayconstructed, restrictions improved, altered or repaired by the Borrower or any Subsidiary and related contracts, intangibles and other similar encumbrances affecting real property which, in the aggregate, assets that are not substantial in amount, incidental thereto (including accessions thereto and which do not in any case materially detract from the value of the property subject thereto replacements thereof) or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(e)otherwise arise therefrom; provided that (i) such Liens do not at any time encumber any property other than the property financed secure Indebtedness otherwise permitted by such Indebtedness and this Agreement, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 365 days after such acquisition or the later of the completion of such construction, improvement, alteration or repair or the date of commercial operation of the assets constructed, improved, altered or repaired, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing, improving, altering or fair market valuerepairing such fixed or capital assets, whichever is loweras the case may be, and (iv) such Lien shall not apply to any other property or assets of the property being acquired on Borrower or any Subsidiary; (h) Liens securing Interest Rate Protection Agreements or foreign exchange hedging obligations incurred in the date ordinary course of acquisitionbusiness and not for speculative purposes; (i) Liens on property of a Person existing at the time such Person property is acquired by the Borrower or merged into or consolidated with any Loan Party to Subsidiary of the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are Borrower and not created in anticipation or contemplation of such acquisitionacquisition (or on repairs, merger renewals, replacements, additions, accessions and betterments thereto), and Liens on the assets of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such Person becoming a Subsidiary of the Borrower (or consolidationon repairs, renewals, replacements, additions, accessions and betterments thereto); (iij) do any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing subsections (a) through (i), provided, however, that the principal amount of Indebtedness secured thereby does not extend to property not subject to such Liens exceed the principal amount secured at the time of such acquisitionextension, merger renewal or consolidationreplacement (other than amounts incurred to pay costs of such extension, (iii) are not more favorable renewal or replacement), and that such extension, renewal or replacement is limited to the applicable lienholders than their existing Liens property already subject to the Lien so extended, renewed or replaced (together with accessions and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil improvements thereto and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionreplacements thereof); (k) Liens on cashrights reserved to or vested in any municipality or governmental, Cash Equivalents and Cash Investments securing Swap Contracts; provided that statutory or public authority by the aggregate amount terms of cashany right, Cash Equivalents and Cash Investments subject power, franchise, grant, license or permit, or by any provision of law, to terminate such Liens may at no time exceed $10,000,000right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of any of the property of a Person; (l) Liens permitted under Section 7.03(j)rights reserved to or vested in any municipality or governmental, statutory or public authority to control, regulate or use any property of a Person; (m) rights of a common owner of any interest in property held by a Person and such common owner as tenants in common or through other common ownership; (n) encumbrances (other than to secure the payment of Indebtedness), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any property or rights-of-way of a Person for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or other natural resources, and other like purposes, or for the joint or common use of real property, rights-of-way, facilities or equipment, or defects, irregularity and deficiencies in title of any property or rights-of-way; (o) Liens created by or resulting from zoning, planning and environmental laws and ordinances and municipal regulations; (p) Liens created or evidenced by or resulting from financing statements filed by lessors of property (but only with respect to the property so leased); (q) Liens on property securing Non-recourse Debt; (r) Liens on the stock or assets of SPVs; (s) [reserved] (t) Liens (not otherwise permitted by this Section 6.10) securing Indebtedness (or other obligations) not exceeding at the time of incurrence thereof (together with all such other Liens securing obligations in an aggregate amount not Indebtedness (or other obligations) outstanding pursuant to exceed $25,000,000; provided that this clause (t) at such Liens do not in the aggregate materially detract from the value time) ten percent (10%) of any Loan Party’s assets or materially impair the use thereof in the operation of its businessConsolidated Tangible Net Worth (Borrower); and (nu) clause Liens on assets of BVI or its Subsidiaries to secure Indebtedness referred to in Section 6.11(k). Notwithstanding the foregoing exceptions, no Liens on assets of BVI or any of its Subsidiaries shall be permitted by the foregoing clauses (na), (g), (h), (i), (p), (q), (r) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referenceor (t).

Liens. CreateNo Borrower will, incurnor will it permit any Subsidiaries or Unrestricted Subsidiaries to, assume directly or indirectly, create, Incur or suffer to exist any Lien upon on any asset or Property of its propertythe Borrowers, assets any Unrestricted Subsidiary or revenuesany Subsidiary, whether now owned or hereafter acquiredany income or profits therefrom, other than the following except as set forth below (collectively, “Permitted Liens”): (a) Liens securing the Obligations pursuant to any Loan DocumentDocument or to secure the Obligations; (b) Liens existing on the Second Restatement Effective Closing Date and listed on Schedule 7.01 and any renewals modifications, replacements, renewals, refinancings or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered thereby is not increased by such Lien proceeds and any renewal products thereof, and (ii) the replacement, renewal, extension or extension refinancing of the obligations secured or benefited thereby by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03(b)7.03; (c) Liens for taxes taxes, assessments or governmental charges that are not yet due overdue for a period more than any applicable grace period related thereto 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 ’s, construction contractors or other like Liens arising in the ordinary course Ordinary Course of business Business which are not overdue for a period of more than 30 days 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 PersonPerson in accordance with GAAP or which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (ei) pledges or deposits in the ordinary course Ordinary Course of business Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA (other than Liens on any Capital Stock pledged as Collateral) 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 Borrowers or any of their Subsidiaries and Unrestricted Subsidiaries; (f) deposits 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 incurred (including those to secure health, safety and environmental obligations) Incurred in the ordinary course Ordinary Course of businessBusiness (other than Liens on any Capital Stock pledged as Collateral); (g) Liens encumbering any Real Estate subject to a Mortgage that are described on a mortgagee title policy and acceptable to the Administrative Agent in its reasonable discretion; (h) zoning restrictions, easements, licenses, rights-of-way, provisions, covenants, minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, Liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through and under a landlord, ground lessor or owner of the leased property, with or without consent of the lessee) restrictions and other similar encumbrances affecting real property Real Estate which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property Real Estate subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hi) Liens (other than Liens on any Capital Stock pledged as Collateral) securing judgments, decrees or awards (i) in respect of which the Borrowers or any of their Subsidiaries or Unrestricted Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings or (ii) not constituting an Event of Default under Section 8.01(h); (j) Liens (other than Liens on any Capital Stock pledged as Collateral) securing Indebtedness permitted under Section 7.03(e7.03(f) or Section 7.03(i); provided that (i) such Liens do not at any time encumber any property Property other than the property Property (except for replacements, additions and accessions to such Property) financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property Property being acquired on the date of acquisition; (ik) Liens on property any Property (other than Liens on any Capital Stock pledged as Collateral) (i) of any Subsidiary or Unrestricted Subsidiary which are in existence at the time that such Subsidiary or Unrestricted Subsidiary is acquired pursuant to a Person Permitted Acquisition, (ii) of any Borrower or any of their respective Subsidiaries or Unrestricted Subsidiaries existing at the time such Person Property (other than Liens on any Collateral pledged under a Collateral Document) is purchased or otherwise acquired by a Borrower or merged into such Subsidiary or consolidated Unrestricted Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement and (iii) of any Subsidiary or any Unrestricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness Incurred pursuant to Section 7.03(h) in connection with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunderPermitted Acquisition; provided that such Liens that, with respect to each of the foregoing clauses (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation), (ii) do not extend to property not subject to and (iii), (A) such Liens at the time of such acquisition, merger or consolidation, (iii1) are not more favorable Incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (2) are applicable only to specific Property (other than Liens on any Capital Stock pledged as Collateral), (3) are not “blanket” or all-asset Liens, other than with respect to the applicable lienholders than their existing Liens Property of such acquired Subsidiary or Unrestricted Subsidiary, and (iv4) secure Indebtedness do not attach to any other property or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens assets of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act any Borrower or any similar statute in any of its other jurisdiction Subsidiaries or under section 9-319 of Unrestricted Subsidiaries and (B) the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to Indebtedness secured by such Liens may at no time exceed $10,000,000is permitted under Section 7.03(h); (l) Liens in favor of one or more of the Lenders on Property of the Borrowers and their respective Subsidiaries and Unrestricted Subsidiaries to secure obligations of Swap Contracts between a Lender or an Affiliate of a Lender and any of the Borrowers or other Loan Parties permitted under Section 7.03(j7.03(e), including without limitation, any Swap Contract with a Lender or an Affiliate of a Lender in existence prior to the Closing Date and secured in connection with the Existing Credit Agreement; (m) Liens on Property of any Unrestricted Subsidiary (other Liens securing obligations in an aggregate amount not than any Unrestricted Subsidiary of CPILP), to exceed $25,000,000secure Indebtedness of such Unrestricted Subsidiaries permitted under Section 7.03(g); provided that such Liens do not in are limited solely to the aggregate materially detract from the value Property of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencesuch Unrestricted Subsidiary.

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 (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date date hereof and listed set forth on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b7.01(b); (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) the nonpayment of which would not result in a breach of Section 6.14; (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 30 thirty (30) days or if more than thirty (30) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson to the extent required in accordance with GAAP; (e) pledges (i) pledges, deposits or deposits Liens arising as a matter of law in the ordinary course of business in connection with workers’ compensation, payroll taxes, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to any Lien imposed by ERISAParent, any Borrower or any Restricted Subsidiary; (f) deposits Liens incurred in the ordinary course of business 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 incurred in the ordinary course of business(including those to secure health, safety and environmental obligations); (g) easements, rights-of-way, restrictions restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personany Parent, any Borrower or any Restricted Subsidiary; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(e7.03(f); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses and Liens on the property covered thereby, in each case, granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of any Parent, any Borrower or any Restricted Subsidiary, taken as a whole, or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(j), (n), (t) or (y) 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 in favor of a Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(e); provided that any Lien in favor of a Restricted Subsidiary that is not a Loan Party shall be a Lien ranking junior to the Lien on the Collateral securing the Obligations; and such Indebtedness may not be secured by any assets that are not Collateral. (o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.13), in each case 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), (iii) the Indebtedness secured thereby is permitted under Section 7.03 and (iv) no such Lien may extend to or cover any Accounts or Inventory unless such Lien is junior to the Lien securing the Obligations; (p) any interest or title of a lessor or sublessor under leases or subleases entered into by any Parent, any Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens, if any, arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Parent, any Borrower or any Restricted Subsidiary in the ordinary course of business; (r) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Parent, any Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Parent, any Borrower or any Restricted Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of any Parent, any Borrower or any Restricted Subsidiary in the ordinary course of business; (s) Liens, if any, arising from precautionary Uniform Commercial Code financing statement filings; (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 that does not materially interfere with the ordinary conduct of the business of any Parent, any Borrower or any Restricted Subsidiary; (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 Indebtedness secured thereby does not exceed the cost renewal, extension or fair market value, whichever is lower, refinancing of the property being acquired on the date of acquisitionobligations secured or benefited by such Liens is permitted by Section 7.03; (ix) ground leases in respect of real property on which facilities owned or leased by any Parent, any Borrower or any Restricted Subsidiary are located; (y) Liens on property of a Person existing at the time Non-Loan Party securing Indebtedness or other obligations of such Person is acquired Non-Loan Party; (z) Liens solely on any c▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Parent, any Borrower or merged into or consolidated any Restricted Subsidiary in connection with any Loan Party to the extent such acquisition, merger letter of intent or consolidation is otherwise purchase agreement permitted hereunder; provided that such ; (aa) [reserved]; (bb) Liens securing Indebtedness permitted pursuant to Section 7.03(m); (icc) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such other Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $25,000,00040,000,000 and (y) 40% of Consolidated EBITDA of the Parents, the Borrowers and the Restricted Subsidiaries for the most recently ended Test Period calculated on a Pro Forma Basis; provided that (i) any Liens on ABL Priority Collateral shall be junior to the Liens on the ABL Priority Collateral securing the Obligations and (ii) the representatives (or beneficiary or agent) in respect of such Indebtedness or obligations shall have entered into the Applicable Intercreditor Agreement; (jdd) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction[reserved]; (kee) Liens securing Indebtedness permitted pursuant to Section 7.03(v); provided that, (i) such Liens shall only secure the obligations secured on the date of the related Permitted Acquisition or other Investment and such liens shall not extend to any other property of the Parents, the Borrowers and the Restricted Subsidiaries and (ii) to the extent such Liens are on the Collateral, (A) any such Liens on ABL Priority Collateral shall be junior to the Liens on the ABL Priority Collateral securing the Obligations and (B) the beneficiaries thereof (or an agent on their behalf) shall have entered into the Applicable Intercreditor Agreement; (ff) Liens on cash, Cash Equivalents and Cash Investments the Collateral securing Swap ContractsIndebtedness permitted pursuant to Section 7.03(b); provided that (a) any Liens on ABL Priority Collateral shall be junior to the aggregate amount Liens on the ABL Priority Collateral securing the Obligations, (b) any Liens on the Term Priority Collateral may be pari passu with or senior to the Liens on the Term Priority Collateral securing the Obligations and (c) the representatives (or beneficiary or agent) in respect of cash, Cash Equivalents each of the First Lien Facility and Cash Investments subject to such Liens may at no time exceed $10,000,000Second Lien Facility shall have entered into the Applicable Intercreditor Agreement; (lgg) with respect to any Foreign Subsidiary, other Liens permitted under Section 7.03(j)and privileges arising mandatorily by Law; (mhh) other Liens on receivables and related assets arising in connection with a Permitted Receivables Financing; (ii) Liens securing obligations in an aggregate amount not Indebtedness permitted to exceed $25,000,000be secured pursuant to Section 7.03(r); provided that to the extent such Liens do not in are on the aggregate materially detract from Collateral, (i) such Liens shall rank junior to the value of any Loan Party’s assets Lien securing the Obligations and (ii) the beneficiaries thereof (or materially impair an agent on their behalf) shall have entered into the use thereof in the operation of its businessApplicable Intercreditor Agreement; and (njj) clause (n) Liens on the Equity Interests of JV Entities securing financing arrangements for the benefit of the applicable JV Entity that are not otherwise prohibited under this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referenceAgreement.

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 (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Closing Date and listed on Schedule 7.01 and any modifications, replacements, renewals or extensions thereof; provided, provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered thereby is not increased by such Lien or financed by Indebtedness permitted under Section 7.03, and any renewal (B) proceeds and products thereof and (ii) the renewal, extension or extension refinancing of the obligations secured or benefited thereby by such Liens is permitted by Section 7.03(b)7.03; (c) Liens for taxes taxes, assessments or governmental charges which are either (x) immaterial to the Restricted Group taken as a whole or (y) not yet due or overdue for a period of more than sixty (60) days and which are being contested in good faith and by appropriate proceedings diligently conducted, if and adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens (other than any such obligation imposed pursuant to Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA) 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 which are secure amounts not overdue for a period of more than 30 sixty (60) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted and adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank Guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to Holdings or any Lien imposed by ERISAof its Restricted Subsidiaries; (f) deposits 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)licenses, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority) incurred in the ordinary course of business; (g) easements, rights-of-way, sewers, electric lines, telegraph and telephone lines, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and title defects affecting real property which, individually and in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(e); provided provided, that (i) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and the products thereof and (ii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets other than the Indebtedness secured thereby does not exceed assets subject to such Capitalized Leases and the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunderproceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000lender; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction[Reserved]; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount or other property arising in connection with any defeasance, discharge or redemption of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000Indebtedness; (l) Liens permitted under Section 7.03(jleases, licenses, subleases or sublicenses granted to others in the ordinary course of business and not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries); (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (n) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and (iv) incurred in connection with a cash management program established in the ordinary course of business; (o) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(i) or (o) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, 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; (p) Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03(f); (q) Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Restricted Subsidiary (excluding Liens existing on property of any Person designated as a Restricted Subsidiary in accordance with the second sentence of the definition of “Unrestricted Subsidiary”, provided, however, the foregoing exclusion shall not apply to Liens existing on property that would have otherwise been permitted by this Section 7.01(q) had such Unrestricted Subsidiary been a Restricted Subsidiary at the time such property was acquired by such Unrestricted Subsidiary) after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof) and are not extended to secure any Indebtedness other than the Indebtedness initially secured by such Liens and (iii) the Indebtedness secured thereby is permitted under Section 7.03(k)(C); (r) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (s) any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease or license agreement or any franchise agreement in the ordinary course of business permitted by this Agreement which does not interfere in any material respect with the business of the Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries); (t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (u) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; (v) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (w) Liens on cash collateral granted in favor of any Lenders (as defined in the ABL Facility) and/or L/C Issuers (as defined in the ABL Facility) created as a result of any requirement or option to Cash Collateralize (as defined in the ABL Facility) pursuant to the ABL Facility; (x) Permitted Other Indebtedness Liens; (y) Specified Refinancing Liens securing Specified Refinancing Debt permitted pursuant to Section 7.03(u) and Specified Second Lien Refinancing Liens securing Specified Second Lien Refinancing Debt permitted pursuant to Section 7.03(z); (z) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (aa) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries); (bb) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or other similar escrow arrangements made by the Borrower or any of its Restricted Subsidiaries in connection with any Investment, Disposition, letter of intent or purchase agreement in each case permitted hereunder; (cc) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets; (dd) Liens (including put and call arrangements) on Equity Interests or other securities of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary; (ee) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (ff) so long as immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing, other Liens securing Indebtedness and other obligations outstanding in an aggregate principal amount not to exceed the greater of (1) $25,000,00020,000,000 and (2) 17.50% of Consolidated Cash EBITDA on a Pro Forma Basis based on the most recent financial statements delivered pursuant to Section 6.01(a)(i) or (ii); (gg) Liens securing Indebtedness owing to the Borrower or any Subsidiary Guarantor; (hh) Liens securing Indebtedness permitted under Section 7.03(d); (ii) Liens securing Indebtedness permitted under Section 7.03(y); provided that such Liens liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the already owned or hereinafter acquired real property in operations (including stores and distribution centers) securing such Indebtedness and related assets, proceeds and products thereof; (jj) Liens on equipment of the Borrower or any Restricted Subsidiary granted in the aggregate materially detract from ordinary course of business to the value of any Loan PartyBorrower’s assets or materially impair the use thereof in the operation of its businesssuch Restricted Subsidiary’s client at which such equipment is located; and (nkk) clause Liens on the Collateral securing the Second Lien Obligations of the Loan Parties permitted pursuant to Section 7.03(a)(C); provided, that such Liens (ni) shall be subject to the Term Intercreditor Agreement and shall be subordinated to the Liens securing the First Lien Obligations pursuant to the Term Intercreditor Agreement and (ii) shall be subject to the ABL/Term Intercreditor Agreement and shall rank relative to the Liens securing the ABL Obligations as provided in the ABL/Term Intercreditor Agreement; and (ll) Liens on the Collateral securing the ABL Obligations of this the Loan Parties permitted pursuant to Section 7.01 7.03(a)(B); provided, that such Liens shall be subject to the ABL/Term Intercreditor Agreement and shall rank relative to the Liens securing the First Lien Obligations and the Second Lien Obligations as set forth on Schedule 1.01(e) is incorporated herein by referenceprovided in the ABL/Term Intercreditor Agreement.

Liens. CreateIncur, incurcreate, assume or suffer to exist any Lien upon on any asset of the Borrower or any of its property, assets or revenuesSubsidiaries, whether now owned or hereafter acquired, other than: (i) (x) Liens in existence on the Filing Date as reflected on Schedule 6.01 and (y) replacement Liens that secure only refinancing of Indebtedness permitted under Section 6.03(xii), so long as such replacement Liens do not extend to or cover any property other than the following (collectively, “Permitted Liens”): (a) Liens securing property covered by the Obligations pursuant to any Loan Documentoriginal Lien; (bii) Junior Adequate Protection Liens, Replacement Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b)Debtor Liens; (ciii) Liens created under the Loan Documents in favor of the Administrative Agent and the Lenders; (iv) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries in accordance conformity with GAAP; (dv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmenrepair-men’s, lessor’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (evi) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fvii) 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; (gviii) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries; (hix) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (x) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions in respect of consignments or operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (xi) customary rights of setoff and similar Liens in favor of depositary institutions; (xii) Liens for judgments that have not yet become an Event of Default under Section 7.01(k); (xiii) Liens securing Indebtedness permitted under of the Borrower or any Subsidiary incurred pursuant to Section 7.03(e); 6.03(vii) to finance the acquisition of fixed or capital assets, provided that (iA) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iiC) the amount of Indebtedness secured thereby does is not increased; (xiv) Liens on the assets of Foreign Subsidiaries securing Indebtedness and other obligations of any Foreign Subsidiary in an aggregate amount not to exceed the cost or fair market value, whichever is lower, $1,500,000,000; (xv) Liens upon any of the property being acquired on the date of acquisition; (i) Liens on property of a Person and assets existing at the time such Person property or asset is purchased or otherwise acquired by the Borrower or merged into any of its Subsidiaries; provided that any such Lien was not created in contemplation of such purchase or consolidated other acquisition and does not extend to or cover any property or assets other than the property or asset being so purchased or otherwise acquired and the products and proceeds thereof; and provided further that any Indebtedness or other obligations secured by such Liens shall otherwise be permitted under Section 6.03 or this Section 6.01; (xvi) (A) Liens securing Indebtedness in respect of Hedging Agreements, which Indebtedness is permitted by Section 6.03(x), so long as the aggregate amount of Indebtedness so secured (determined on a marked-to-market basis) does not exceed $150,000,000 and (B) Liens securing Indebtedness permitted by Section 6.03(viii) (and in each case of clauses (A) and (B), such Liens shall rank pari passu with any the Liens created under the Loan Party Documents in favor of the Administrative Agent, the Tranche A Lenders and the Tranche B Lenders); (xvii) Liens on assets of the Domestic Entities that arise pursuant to Section 412(n) of the extent such acquisition, merger Code or consolidation is otherwise permitted hereunderSection 4068 of ERISA; provided that such Liens do not otherwise give rise to an Event of Default; (ixviii) are not created Liens on assets of the Foreign Subsidiaries that arise pursuant to Section 412(n) of the Code or Section 4068 of ERISA, unless such Liens would otherwise give rise to an Event of Default, or unless any Person has taken steps to commence enforcement of one or more judgments, orders or enforceable mandates relating thereto, if the aggregate amount of assets in anticipation or contemplation respect of which such enforcement has commenced exceeds ten percent (10%) of the aggregate amount of all assets of the Foreign Subsidiaries; (xix) Liens on assets of any non-Guarantor Domestic Entity that is a joint venture securing Indebtedness of such acquisition, merger Domestic Entity owed to the Borrower or consolidation, a Guarantor that is permitted under Section 6.03(xiii); (iixx) do escrow deposits held in a segregated bank account of the Borrower solely for the purpose of satisfying the Borrower’s obligations pursuant to paragraph 3.b of the UAW Special Attrition Program Agreement (and similar obligations pursuant to comparable labor agreements) in an aggregate amount not extend to property not subject to such Liens at exceed $175,000,000; provided that the time UAW Special Attrition Program Agreement (or relevant comparable labor agreement) has been approved by order of the Bankruptcy Court; and provided further that the terms of such acquisition, merger or consolidation, (iii) are not more favorable escrow agreement provide that the excess of any such escrow deposits over the amounts required to satisfy such obligations shall be returned to the applicable lienholders than their existing Borrower; and (xxi) Liens not otherwise permitted hereunder securing Indebtedness and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference.

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 (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date for taxes, assessments and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes other governmental charges not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Holdings, the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits made to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)contracts, leases, statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case excluding obligations for borrowed money; (ge) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the applicable PersonBorrower or any of its Subsidiaries; (hf) Liens securing (i) Indebtedness permitted under of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.03(e); 7.2(d) to finance the acquisition of fixed or capital assets, provided that (iA) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iiC) the amount of Indebtedness secured thereby does is not exceed increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as such Liens do not at any time encumber any property other than the cost or fair market value, whichever is lower, property of Excluded Acquired Subsidiaries; (g) [Reserved]; (h) Liens created pursuant to the Guarantee and Collateral Agreement securing obligations of the property being acquired on Loan Parties under (i) the date Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of acquisitioncredit issued pursuant to Section 7.2(h) by any Lender or any Affiliate of any Lender; (i) Liens on property any landlord’s Lien or other interest or title of a Person existing at lessor under any lease or a licensor under a license entered into by the time such Person is acquired Borrower or merged into any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000licensed; (j) Liens created under Pole Agreements on cables and other property affixed to transmission poles or contained in underground conduits; (k) Liens of producers or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act in connection with franchise agreements or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000Pole Agreements; (l) Liens permitted arising from judgments or decrees not constituting an Event of Default under Section 7.03(j8.1(i); (m) other Liens arising under or in connection with any sale and leaseback transaction permitted by Section 7.10; (n) Liens on cash collateral securing obligations of the Borrower and its Subsidiaries in respect of Hedge Agreements that are not entered into for speculative purposes and letters of credit issued pursuant to Section7.2(h); (o) junior Liens on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any Guarantor incurred pursuant to Section 7.2(e), which Liens shall be subordinated to the Liens securing the Obligations pursuant to a Junior Lien Intercreditor Agreement; (p) [Reserved] (q) Liens on Securitization Assets securing or transferred pursuant to any Permitted Securitization Financing; (r) Liens not otherwise permitted by this Section (which Liens may, at the option of the Borrower, rank pari passu to the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement) so long as the aggregate outstanding principal amount of the obligations in an aggregate amount secured thereby does not to exceed $25,000,000; provided that 1,000,000,000the greater of (x) $1,500,000,000 and (y) 5.00% of Consolidated Net Tangible Assets (measured at the time any such Liens do not in the aggregate materially detract from the value of obligations are secured pursuant to this clause (r)) at any Loan Party’s assets or materially impair the use thereof in the operation of its businessone time outstanding; and (ns) clause (n) Liens on assets of this Holdings, the Borrower or any Guarantor in each case constituting Collateral under the Guarantee and Collateral Agreement that are subject to the terms of a First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference7.2(n).

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except for: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals for taxes, assessments, charges or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes other governmental levies not yet due delinquent for a period of more than thirty (30) days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Group Members, as the case may be, in accordance conformity with GAAP; (db) Liens imposed by law, including, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 sixty (60) days (or, if more than sixty (60) days overdue, no action has been taken to enforce such Lien) or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate for which appropriate reserves have been established in accordance with respect thereto are maintained on the books of the applicable PersonGAAP; (ec) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, or letters of credit or guarantees issued in respect thereof, other than any Lien imposed by ERISAERISA with respect to a Single Employer Plan or Multiemployer Plan 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 Restricted Subsidiary; (fd) pledges or deposits to secure the performance of bids, government contracts and trade contracts and leases (other than Indebtednessfor borrowed money), 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 (including those to secure health, safety and environmental obligations) incurred in the ordinary course of businessbusiness or letters of credit or guarantees issued in respect thereof; (ge) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title defects or other irregularities that were not incurred in the ordinary course of business and do not secure debt, affecting real property whichthat, in the aggregate, are not substantial in amount, and which do not in any case materially detract from and adversely affect the value use of the property subject thereto or materially interfere thereby for the intended purposes, taken as a whole, and any exception on the title policies issued in connection with the ordinary conduct of the business of the applicable PersonMortgaged Property; (hf) Liens in existence on the date hereof listed on Schedule 7.2 and any renewals or extensions of any of the foregoing; provided, that no such Lien is spread to cover any additional property after the Closing Date except as otherwise permitted hereunder; (g) Liens securing permitted Indebtedness permitted under Section 7.03(e)of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, improvement or repair of fixed or capital assets and any Permitted Refinancings thereof; provided that (i) such Liens shall be created substantially simultaneously (or within two hundred seventy (270) days of) with the acquisition, construction, improvement or repair 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 additions, accessions and the proceeds of sale thereof and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents or any other Loan Document; (i) Liens that are exceptions to the commitments for policies of title insurance being issued in connection with the Mortgages reasonably acceptable to the Collateral Agent in its sole discretion; (j) any interest or title of a lessor or licensee under any lease, sublease or license entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased, subleased or licensed; (k) Liens securing judgments not constituting an Event of Default under Section 8(h) or securing appeal or other surety bonds related to such judgments; (l) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases and consignment arrangements; (m) Liens existing on property acquired by the Borrower or any Subsidiary at the time such property is so acquired or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary after the date hereof (whether or not the Indebtedness secured thereby shall have been assumed); provided that (i) such Lien is not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary; (ii) such Lien does not extend to any other property (other than proceeds or products or after-acquired property) of any Group Member following such acquisition or such Person becoming a Restricted Subsidiary; and (iii) the Indebtedness secured by such Liens is permitted under Section 7.1(f), (g) and (i); (n) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law or contract encumbering deposits or other funds or assets maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry, including, without limitation, customary liens for customary fees and expenses relating to the operation and maintenance of such deposits; (o) Liens in favor of customs and revenue authorities arising as a matter of law and in the ordinary course of business to secure payment of customs duties in connection with the importation of goods; (p) statutory and common law landlords’ liens under leases to which the Borrower or any of the Restricted Subsidiaries is a party; (q) Liens not otherwise permitted by this Section 7.2 so long as the aggregate outstanding principal amount of the obligations secured thereby does do not exceed the cost or fair market value, whichever is lower, $15,000,000 at any one time; (r) Liens on cash advances in favor of the seller of any property being to be acquired in an Investment permitted pursuant to Section 7.6(i) or Section 7.6(t) to be applied against the purchase price for such Investment; (s) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business of the Borrower; (t) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.6 and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (v) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the date Borrower or any Subsidiary in connection with any letter of acquisitionintent or purchase agreement permitted hereunder; (i) Liens on property the Capital Stock of any Subsidiary acquired pursuant to a Person existing at Permitted Acquisition to secure Indebtedness incurred or assumed pursuant to Section 7.1(i) in connection with such Permitted Acquisition and (ii) Liens on the time assets of such Subsidiary to secure Indebtedness (or to secure a Guarantee Obligation of such Indebtedness) incurred or assumed pursuant to Section 7.1(i) in connection with such Permitted Acquisition; (x) Liens in respect of unearned premiums on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (y) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person is acquired to facilitate the purchase, shipment or merged into storage of such inventory or consolidated with any Loan Party to the extent such acquisitiongoods; (z) Liens constituting Dispositions permitted by Section 7.4; (aa) Liens securing Indebtedness permitted by Section 7.1 (w); (bb) Liens securing Non-Recourse Indebtedness permitted under Section 7.1 (x), merger or consolidation is otherwise permitted hereunder; provided that such Liens shall extend only to the assets of (iand Capital Stock or other ownership interests in) are not created in anticipation or contemplation the applicable Permitted Joint Venture that is the borrower of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000Non-Recourse Indebtedness; (jcc) Liens ground leases in respect of producers arising in real property on which facilities owned or leased by the ordinary course of business under the New Mexico Oil and Gas Products Lien Act Borrower or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its businessRestricted Subsidiaries are located; and (ndd) clause (n) of this Liens securing Junior Indebtedness permitted by Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference7.1(j).

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Closing Date and listed on Schedule 7.01 7.01(b) and any modifications, replacements, renewals or extensions thereof, ; provided that (i) any such Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered thereby is not increased by such Lien, and any renewal or extension of (B) proceeds and products thereof, and (ii) such Liens shall secure only those obligations which they secure on the obligations secured or benefited thereby is Closing Date and refinancings, extensions, renewals and replacements thereof permitted by Section 7.03(b)hereunder; (c) Liens for taxes taxes, assessments or governmental charges which are not yet due or delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens arising in the ordinary course of business which are secure amounts not overdue for a period of more than 30 thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP; (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to the Borrower or any Lien imposed by ERISARestricted Subsidiary; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than IndebtednessIndebtedness for borrowed money and Capitalized 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 (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) public and private easements, rights-of-way, restrictions, encroachments, protrusions, franchises, licenses, permits, zoning laws, covenants, conditions, restrictions and other similar non-monetary encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any Restricted Subsidiary and any and all exceptions to title disclosed on Schedule B of each of the Mortgage Policies to the extent reasonably acceptable to the Administrative Agent; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred seventy (270) days after the acquisition of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than except for the property financed by such Indebtedness Indebtedness, accessions thereto and the proceeds and the products thereof, (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (iiiv) the amount of Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date acquisition of acquisitionsuch property; (i) Liens on property of a Person existing at the time such Person is acquired Real Property Leases and other leases, licenses, subleases or merged into or consolidated with any Loan Party sublicenses, in each case, granted to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising others in the ordinary course of business under and which do not (x) interfere in any material respect with the New Mexico Oil and Gas Products Lien Act business of the Borrower or any similar statute in Restricted Subsidiary or (y) secure any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionIndebtedness; (k) Liens on cash, Cash Equivalents in favor of customs and Cash Investments securing Swap Contracts; provided that revenue authorities arising as a matter of law to secure payment of customs duties in connection with the aggregate amount importation of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000goods in the ordinary course of business; (l) Liens permitted (i) of a collection bank arising under Section 7.03(j)4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; (iii) in favor of a banking 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 and (iv) in favor of ▇▇▇▇▇ Fargo Bank, N.A. in the form of debit and set-off rights arising under the ▇▇▇▇▇ Fargo Indemnification Agreement; (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 (n) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens in favor of the Borrower or a Subsidiary Guarantor (other than an Immaterial Subsidiary) securing Indebtedness permitted under Section 7.03(d); (o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e); (p) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries (in their capacities as lessee) in the ordinary course of business; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (r) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (s) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (v) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business; (w) Ground Leases on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; and (x) other Liens on assets securing obligations Indebtedness outstanding in an aggregate principal amount not to exceed $25,000,000; provided however that such no Liens do not in the aggregate materially detract from the value of any Loan Party’s on assets or materially impair the use thereof in the operation of its business; and (n) constituting Collateral shall be permitted pursuant to this clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencex).

Liens. Create, incur, assume or suffer to exist exist, or permit any of their respective Subsidiaries to create, incur, assume or suffer to exist, any Lien upon any of its real or personal property, fixtures, revenues or other assets or revenueswhatsoever (including the Collateral), whether now owned or hereafter acquired, other than of the following (collectivelyBorrower, “Permitted Liens”):the Guarantors or any of their respective Subsidiaries, except: (a) Liens securing the Obligations pursuant to any Loan DocumentObligations; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b)Existing Liens; (c) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if actions and for which adequate reserves in accordance with respect thereto are maintained GAAP have been established on the books of the applicable Person in accordance with GAAPBorrower or such Guarantor or Subsidiary; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days thirty (30) days, or if overdue for more than thirty (30) days, (i) which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if (ii) for which adequate reserves in accordance with respect thereto are maintained GAAP have been established on the books of the applicable PersonBorrower or such Guarantor or Subsidiary; and (iii) with respect to which the obligations secured thereby are not material; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation' compensation insurance, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlike matters; (f) Liens securing Purchase Money Debt or arising under Capitalized Leases; provided, however, that any such Lien attaches only to the item or items of property or asset financed with such Purchase Money Debt or Capitalized Lease; (g) 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; (gh) easements, reservations, exceptions, rights-of-way, covenants, conditions, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) Borrower or such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost Guarantor or fair market value, whichever is lower, of the property being acquired on the date of acquisitionSubsidiary; (i) Liens on property in respect of a Person existing at the time such Person is acquired any writ of execution, attachment, garnishment, judgment or merged into or consolidated with any Loan Party to the extent such acquisitionaward in an amount less than $100,000, merger or consolidation is otherwise permitted hereunder; provided that such Liens if (i) are the time for appeal or petition for rehearing has not created expired, an appeal or appropriate proceeding for review is being prosecuted in anticipation good faith and a stay of execution pending such appeal or contemplation of such acquisitionproceeding for review has been secured, merger or consolidation, (ii) do not extend the underlying claim is fully covered by insurance, the insurer has acknowledged in writing its responsibility to property not subject pay such claim and no action has been taken to enforce such Liens at the time of such acquisitionexecution, merger attachment, garnishment, judgment or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000award; (j) Liens of producers arising lessors under or in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionconnection with Operating Leases; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens Indebtedness permitted under clause (b) of Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not 9.1, but only to exceed $25,000,000; provided the extent that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 Indebtedness is presently secured as set forth on Schedule 1.01(e7.17A; and (l) Other non-consensual Liens not securing Indebtedness, the existence of which in the aggregate will not have a Material Adverse Effect; provided that any Lien permitted by this clause (l) is incorporated herein by referencepermitted only for so long as is reasonably necessary for the Borrower or the affected Subsidiary, using its best efforts, to remove or eliminate such Lien.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 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 the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 thirty (30) days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety 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; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or its Subsidiaries; (hf) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d); provided that no such Lien is spread to cover any additional property after the Effective Date and that the amount of Indebtedness secured thereby is not increased; and provided, further that the Liens securing the TD Letters of Credit shall be terminated on or before June 29, 2012; (g) Liens securing Indebtedness permitted under of the Borrower or any Subsidiary incurred pursuant to Section 7.03(e)7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iiiii) the amount of Indebtedness secured thereby does is not exceed increased; (h) Liens created pursuant to the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitionSecurity Documents; (i) Liens on property any interest or title of a Person existing at lessor under any lease entered into by the time such Person is acquired Borrower or merged into or consolidated with any Loan Party to Subsidiary in the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation ordinary course of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at its business and covering only the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000assets so leased; (j) judgment Liens that do not constitute a Default or Event of producers arising in the ordinary course Default under Section 8.1(h) of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction;this Agreement; and (k) Liens on cash, Cash Equivalents and Cash Investments not otherwise permitted by this Section 7.3 securing Swap Contracts; provided that obligations permitted hereunder so long as neither (i) the aggregate outstanding principal amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; the obligations secured thereby nor (lii) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from fair market value (determined as of the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (ndate such Lien is incurred) of this Section 7.01 the assets subject thereto exceeds (as set forth on Schedule 1.01(eto the Borrower and its Subsidiaries) is incorporated herein by reference$500,000 at any one time.

Liens. Create, incur, assume Create or suffer to be created or to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”): excepting only (a) Liens securing in favor of Lender to secure the Obligations pursuant to any Loan Document; Obligations, (b) Liens existing on the Second Restatement Effective Date subordinated to Liens in favor of Administrative Agent under terms acceptable to Administrative Agent in its sole discretion and listed on Schedule 7.01 and any renewals or extensions thereofto which Administrative Agent is a party, provided that the property covered thereby is not increased and 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 created by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books operation of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising law in the ordinary course of business which are for amounts not overdue for a period of more than 30 days yet due (or which are being contested in good faith and by appropriate proceedings diligently conducted, if or other appropriate actions which are sufficient to prevent enforcement of such Liens and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with respect thereto are maintained GAAP), (d) Liens existing on the books date of the applicable Person; this Agreement and described in Schedule 9.2, (e) pledges Liens securing Debt or deposits Capital Leases permitted under Section 9.1(c), provided that no such Lien secures any Debt other than the Debt incurred in connection with the purchase or lease of the property subject thereto or encumbers any property (including the proceeds thereof) other than the property purchased or leased with the proceeds of the Debt secured thereby, (f) Liens in the form of precautionary financing statements filed under the Uniform Commercial Code to reflect operating leases, (g) Liens in the form of zoning restrictions, restrictive covenants, rights of way, easements, licenses and other restrictions on the use of real property which do not materially impair the use of such real property in the ordinary operation of the business of Borrower or the applicable Subsidiary of Borrower utilizing the same, and (h) Liens in the form of purchase money security interests in favor of vendors from whom equipment is purchased 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; for resale to customers of Borrower or its Subsidiaries if (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, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i1) such Liens in favor of any vendor do not at any time encumber any cover property other than equipment purchased from such vendor and (2) the property financed Debt secured by such Indebtedness and (ii) Liens is fully paid within 120 days after the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencecreation thereof.

Liens. CreateNo Obligated Party will create, incur, assume or suffer to exist any Lien upon any in, of, or on the Property of its propertysuch Obligated Party, assets or revenues, whether now owned or hereafter acquired, other than except the following (collectively, “Permitted Liens”): (a) Liens securing for taxes, fees, assessments, or other governmental charges or levies on the Obligations pursuant Property of such Obligated Party if with respect to any Loan Document; such Lien (bi) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby obligation which gives rise to such Lien is not increased and any renewal at the time delinquent or extension (ii) such Lien, together with all other such Liens, (A) does not secure obligations in excess of $10,000,000 in the aggregate, (B) does not have priority over the Liens of the obligations secured or benefited thereby Collateral Agent in any Facility Collateral, (C) 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 conductedpursued and has not been filed for more than 30 days, if (D) adequate reserves in accordance with respect thereto are maintained GAAP have been set aside on the books of the applicable Person such Obligated Party with respect to such Lien, and (E) a stay of enforcement of such Lien is in accordance with GAAPeffect; (db) carriers’Liens imposed by law, such as carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmenand mechanic’s or Liens and other like similar Liens arising in the ordinary course of business which are secure payment of obligations not overdue for a period of more than 30 days delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if pursued and for which adequate reserves with respect thereto are maintained have been set aside on the books of the applicable Personsuch Obligated Party’s books; (ec) statutory Liens in favor of landlords of real Property leased by such Obligated Party; provided that such Obligated Party is current with respect to payment of all rent and other amounts, except any such other amount which is being contested in good faith pursuant to appropriate proceedings diligently pursued, due to such landlord under any lease of such real Property; (d) Liens arising out of pledges or deposits in the ordinary course of business in connection with workers’ compensationunder worker’s compensation laws, unemployment insurance and insurance, old age pensions, or other social security legislationor retirement benefits, other than any Lien imposed by ERISA; (f) deposits or similar legislation or to secure the performance of bids, trade tenders, or contracts and leases (other than for the repayment of Indebtedness)) or to secure indemnity, statutory obligationsperformance, surety or other similar bonds for the performance of bids, tenders, or contracts (other than bonds related for the repayment of Indebtedness) or to judgments secure statutory obligations (other than Liens arising under ERISA, the PBA or litigation)in respect of any Foreign Plan, performance bonds and or Environmental Laws) or surety or appeal bonds, or to secure indemnity, performance, or other obligations of a like nature incurred in the ordinary course of businesssimilar bonds; (ge) utility easements, rights-of-waybuilding restrictions, restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, character and which do not in any case materially detract from material way affect the value marketability of the property subject thereto such real Property or materially interfere with the ordinary conduct of use thereof in the business of such Obligated Party; (f) Liens existing on the applicable PersonClosing Date and described in Schedule 6.20 and Liens resulting from any extension, refinancing, or renewal of the related Indebtedness as permitted pursuant to Section 6.14(e); provided that the Liens evidenced thereby are not increased to cover any additional Property not originally covered thereby; (g) Liens securing purchase money Indebtedness (including Capital Lease Obligations) of such Obligated Party permitted pursuant to Section 6.14(d); provided that such Liens attach only to the Property which was acquired with the proceeds of such purchase money Indebtedness; (h) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, in favor of the property being acquired Collateral Agent (or the U.K. Security Trustee on behalf of the date of acquisition;Agents) granted pursuant to any Loan Document; and (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party granted by K2 Licensing pursuant to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens certain (i) are not created in anticipation or contemplation Product License Warner Bros. Consumer Products Inc. #14027-SC00 (“Scooby-Doo”) agreement between Warner Bros. Consumer Products Inc. and K2 Licensing, dated as of such acquisition▇▇▇▇▇ ▇▇, merger or consolidation▇▇▇▇, (ii▇▇) do not extend to property not subject to such Liens at the time Product License Warner Bros. Consumer Products Inc. #14403-SDM2 agreement between Warner Bros. Consumer Products Inc. and K2 Licensing, dated as of such acquisitionAugust 14, merger or consolidation2003, and (iii) are not more favorable Product License Agreement by and between DC Comics, c/o Warner Bros. Consumer Products, Inc. and K2 Licensing, dated as of December 17, 2002. Notwithstanding any of the foregoing, (y) none of the Liens permitted pursuant to the applicable lienholders this Section 6.20, other than their existing Liens clause (h) preceding, may at any time attach to any Accounts of any Obligated Party and (ivz) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 none of the UCC Liens listed in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (na) of this Section 7.01 as set forth on Schedule 1.01(eand clause (d) is incorporated herein through clause (g) preceding may attach to any Inventory owned by referenceany Obligated Party.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date date hereof and listed on Schedule 7.01 7.01(b) and any modifications, replacements, renewals or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered thereby is not increased by such Lien, and any renewal (B) proceeds and products thereof, and (ii) the renewal, extension or extension refinancing of the obligations secured or benefited thereby by such Liens is permitted by Section 7.03(b)7.03; (c) Liens for taxes taxes, assessments or governmental charges which are not yet due overdue for a period of more than ninety (90) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens arising in the ordinary course of business which are secure amounts not overdue for a period of more than 30 sixty (60) days or if more than sixty (60) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP; (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to Holdings, the Borrower or any Lien imposed by ERISARestricted Subsidiary; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than IndebtednessIndebtedness for borrowed money), statutory obligations, surety 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) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any material Subsidiary; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for accessions to such property) other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any material Subsidiary or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(g), (i) or (n) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, 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 in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d); (o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and the replacement, extension or renewal of any Lien permitted by this clause (o) upon or in the same property previously subject thereto in connection with a Permitted Refinancing of the Indebtedness secured thereby; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby does not exceed the cost is permitted under Section 7.03(e), (g) or fair market value, whichever is lower, of the property being acquired on the date of acquisition(j); (ip) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (r) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; (s) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (t) Liens that are contractual rights of set-off relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness; (u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (v) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; (w) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases not constituting Indebtedness or consignments; (x) Liens on property of a Person existing at insurance policies and the time such Person is acquired or merged into or consolidated with proceeds thereof securing the financing by any Loan Party of the premiums with respect thereto permitted under Section 7.03(o); (y) Liens incurred by an Insurance Subsidiary in favor of a fronting professional liability insurance carrier to the extent such acquisition, merger or consolidation is otherwise permitted hereundersecure any Insurance Subsidiary’s obligations to pay professional liability insurance claims and expenses on a “claims reported” basis; provided that such and (z) other Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure securing Indebtedness or other obligations outstanding in an aggregate principal amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference.

Liens. Create, incur, assume Create or suffer to exist any Lien upon any of its property, assets or revenues, whether Property now owned or hereafter acquired, or acquire any Property upon any conditional sale or other than title retention device or arrangement or any purchase money security agreement; provided, however, that Borrower or any of its Material Subsidiaries may create or suffer to exist the following (collectively, “Permitted Liens”):following: (ai) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 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) carriersartisans’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’ or other like Liens imposed by law arising in the ordinary course of business which are business, but only to the extent that payment thereof shall not at the time be overdue for a period of by more than 30 days or which are or, if overdue by more than 30 days, the payment thereof is being diligently contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves computed in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been set aside therefor; (eii) pledges or deposits in the ordinary course of business in connection with workers’ compensationnormal encumbrances and restrictions on, unemployment insurance and other social security legislationdefects in, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bidstitle including, trade contracts and leases (other than Indebtedness)without limitation, statutory obligationszoning restrictions, 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, restrictions and other similar encumbrances affecting real property whichencumbrances, which do not secure Indebtedness and which would not reasonably expected to have, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Persona Material Adverse Effect; (hiii) Liens in favor of Agent or any Lender under the Loan Documents, including, without limitation, Liens securing Interest Rate Risk Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost owed to one or fair market value, whichever is lower, more of the property being acquired on Lenders or Affiliate thereof (but not to any Person which is not, at the date of acquisitiontime the Interest Rate Risk Indebtedness is incurred, a Lender or an Affiliate thereof); (iiv) Liens on property of a Person existing at the time such Person is acquired incurred or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising deposits made in the ordinary course of business under (1) in connection with workmen’s compensation, unemployment insurance, social security and other like laws, or (2) to secure insurance in the New Mexico Oil ordinary course of business, the performance of bids, tenders, contracts, leases, licenses, statutory obligations, surety, appeal and Gas Products Lien Act or any performance bonds and other similar statute obligations incurred in the ordinary course of business, not, in any other jurisdiction or under section 9-319 of the UCC cases specified in effect this clause (2), incurred in connection with the States borrowing of Texasmoney, Kansas, Montana, Utah and Wyoming the obtaining of advances or any other applicable jurisdictionthe payment of the deferred purchase price of Property; (kv) attachments, judgments and other similar Liens on casharising in connection with court proceedings, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount execution and enforcement of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000are effectively stayed and the claims secured thereby are being actively contested in good faith with adequate reserves made therefor in accordance with GAAP; (lvi) Liens securing obligations in respect of Capital Leases covering the property subject to the applicable Capital Lease provided that such Capital Leases are permitted under the other provisions of this Agreement; (vii) existing Liens as of Effective Date as set forth on Exhibit I hereto; (viii) Liens for taxes, fees, assessments or other governmental charges, but only to the extent that payment thereof shall not at the time be due or if due, the payment thereof is being diligently contested in good faith and adequate reserves computed in accordance with GAAP have been set aside therefor; (ix) Liens securing purchase money Indebtedness permitted under Section 7.03(j8.1 hereof and sale and leaseback Indebtedness permitted under Section 8.1 hereof and covering the Property so purchased or leased (as the case may be); (mx) Liens arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements otherwise permitted hereunder; (xi) Liens arising from Uniform Commercial Code financing statement filings evidencing the sale of Accounts, General Intangibles or promissory notes otherwise permitted hereunder; (xii) licenses, leases and subleases permitted under this Agreement and granted to others that do not interfere in any material respect with the business or operations of Borrower and its Subsidiaries taken as a whole; (xiii) Liens on assets acquired by Borrower or any Material Subsidiary but only to the extent encumbering only the actual assets acquired; (xiv) Liens not otherwise described in clauses (i) through (xiii) above to the extent that the total aggregate Indebtedness or other Liens securing obligations in an aggregate amount secured thereby does not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of 25,000,000 at any Loan Party’s assets or materially impair the use thereof in the operation of its businesstime; and (nxv) clause extensions, renewals and replacements of Liens referred to in clauses (ni) through (xiv) above; provided that any such extension, renewal or replacement Lien shall be limited to the Property or assets covered by the Lien extended, renewed or replaced and that the Indebtedness secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein the Indebtedness secured by referencethe Lien extended, renewed or replaced.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets except that the foregoing shall not prevent the Company or revenuesany Subsidiary from creating, whether now owned assuming or hereafter acquired, other than suffering to exist any of the following (collectively, “Permitted Liens”):: (a) Liens securing the Obligations pursuant to any Loan Documentexisting on June 17, 2011 and set forth on Schedule 5.10 hereto; (b) Liens any Lien existing on property owned or leased by any Person at the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, time it becomes a Subsidiary; provided that the property covered thereby is such Lien was not increased and any renewal or extension created in anticipation of the obligations secured or benefited thereby is permitted by Section 7.03(b)such Person becoming a Subsidiary; (c) any Lien existing on property at the time of the acquisition thereof by the Company or any Subsidiary; provided that such Lien was not created in anticipation of such Person becoming a Subsidiary; (d) any Lien to secure any Debt incurred prior to, at the time of, or within 12 months after the acquisition of any fixed assets (but not assets constituting a line of business) for the purpose of financing all or any part of the purchase price thereof; (e) any Lien to secure any Debt incurred prior to, at the time of, or within 12 months after the completion of the construction, alteration, repair or improvement of any property for the purpose of financing all or any part of the cost thereof; (f) any Liens securing Debt of a Subsidiary owing to the Company or to another Subsidiary; (g) Liens for taxes taxes, assessments or governmental charges or levies not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Company or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (dh) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 60 days delinquent in accordance with their terms or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ei) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (fj) 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; (gk) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, any interest or title of a lessor under any lease entered into by the Company or any Subsidiary in the aggregate, are not substantial in amount, ordinary course of its business and which do not in any case materially detract from covering only the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personassets so leased; (hl) Liens securing Indebtedness permitted under Section 7.03(e); provided that arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements entered into by the Company or any Subsidiary in the ordinary course of business; (im) such customary Liens do not at any time encumber any property other than in favor of a banking institution arising by operation of law encumbering deposits (including the property financed right of set-off) held by such Indebtedness banking institutions incurred in the ordinary course of business and that are within the general parameters customary in the banking industry; (iin) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (a) through (m) above, so long as the Indebtedness principal amount of the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, principal amount of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens Debt so secured at the time of such acquisitionextension, merger renewal or consolidationreplacement (except that, (iiiwhere an additional principal amount of Debt is incurred to provide funds for the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by the Lien as well) are not more favorable and such Lien is limited to the applicable lienholders than their existing Liens same property subject to the Lien so extended, renewed or replaced (and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000improvements on such property); (jo) Liens securing any obligations of producers arising in the ordinary course of business Credit Parties under the New Mexico Oil and Gas Products Lien Act Loan Documents or any similar statute guarantees in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionrespect thereof; (kp) Liens securing any Debt arising under (i) the Indenture or any Guarantee thereof or (ii) the Existing Credit Agreement or any Guarantee thereof, in each case as long as the obligations of the Credit Parties under the Loan Documents and any Guarantee thereof are secured equally and ratably with (or prior to) such Liens on cash, Cash Equivalents and Cash Investments securing Swap Contractsterms reasonably satisfactory to the Administrative Agent; and (q) any Lien not otherwise permitted by clauses (a) through (p) above; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may obligations secured thereby shall not at no any time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference125,000,000.

Liens. CreateDirectly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Closing Date and listed on Schedule 7.01 and any renewals renewals, extensions or extensions replacements thereof, ; provided that the property covered thereby is not increased increased, and with respect to any renewal or extension replacement Lien, the amount of the obligations any Indebtedness secured or benefited thereby is permitted by Section 7.03(b)such Lien shall not be increased; (cb) Liens (other than Liens imposed under ERISA) for taxes taxes, assessments or governmental charges or levies not yet more than 60 days past 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 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ed) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationobligations, other than any Lien imposed by ERISA; (fe) 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; (gf) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hg) Liens securing Indebtedness permitted judgments for the payment of money (or appeal or other surety bonds relating to such judgments), which judgments do not constitute an Event of Default under Section 7.03(e8.01(h); (h) leases or subleases granted to others not interfering in any material respect with the business of such Borrower or any Subsidiary; (i) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (j) normal and customary Liens and rights of setoff upon deposits of cash and securities in favor of banks, brokers or other financial institutions; (k) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (l) any Lien existing on property (and the proceeds thereof) existing at the time of its acquisition and any modification, replacement, renewal or extension thereof; provided that such Lien was not created in contemplation of such acquisition; (m) pledges of securities or commodity positions and exchange memberships in the ordinary course of business; (n) 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; (o) Liens securing purchase money Indebtedness, including Capitalized Lease Obligations and mortgage Indebtedness incurred pursuant to Section 7.03(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, such Liens attach to such property within 90 days of the property being acquired on the date of acquisitionacquisition thereof; (p) (i) Liens securing Indebtedness incurred in compliance with Section 7.03(e), (g), (j) and (k) on property of a Person existing at the time related assets being financed with such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidationIndebtedness, (ii) do not extend to property not subject to Liens securing Indebtedness incurred in compliance with Section 7.03(h) on cash or the related assets being financed with such Liens at the time of such acquisition, merger or consolidationIndebtedness, (iii) are not more favorable to Liens on assets of the applicable lienholders than their existing Liens relevant obligor securing Indebtedness incurred in compliance with Section 7.03(f) or (l) and (iv) secure Liens on assets of the relevant obligor securing Investments permitted by Section 7.02(g); and (q) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed at any one time, the difference of $25,000,000; (j) Liens of producers arising in 300,000,000 less, without duplication, any Indebtedness incurred pursuant to Section 7.03(q); provided, that, the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate principal amount of cash, Cash Equivalents Indebtedness and Cash Investments subject other obligations of RJA secured by any Liens incurred pursuant to such Liens may at no time this Section 7.01(q) and Indebtedness of RJA incurred pursuant to Section 7.03(q) shall not exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not 75,000,000 in the aggregate materially detract from the value of at any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referenceone time.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesrevenues other than Liens on Margin Stock created, incurred or assumed at a time when such Margin Stock constitutes Unrestricted Margin Stock, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens on the assets of the Company or any of its Subsidiaries existing on the Second Restatement Effective Closing Date and listed on Schedule 7.01 and any renewals renewals, replacements or extensions thereof, ; provided that (i) the property covered thereby is not increased changed (other than any improvements thereto and any renewal or extension proceeds thereof) and (ii) the aggregate principal amount of the obligations Indebtedness secured or benefited thereby is permitted by Section 7.03(b)not increased above the commitment or limits as in effect on the Closing Date except in an amount equal to the fees and expenses of such renewal, replacement or extension; (c) Liens on property of the Company and its Subsidiaries not reflected on the consolidated balance sheet of the Company and its Subsidiaries that are limited to amounts that have been irrevocably deposited with a financial institution; (d) Liens for taxes Taxes not yet due delinquent, that remain payable without penalty, or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue delinquent for a period of more than 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ef) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fg) pledges 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 businessbusiness (including deposits to secure letters of credit issued to secure any such obligation); (gh) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hi) Liens securing Indebtedness permitted under Section 7.03(e)judgments for the payment of money or securing appeal or other surety bonds related to such judgments; (j) customary rights of setoff upon deposit accounts and securities accounts of cash in favor of banks or other depository institutions and securities intermediaries; provided that (i) such Liens do deposit account or securities account is not at a dedicated cash collateral account and is not subject to restrictions against access by the Company or any time encumber of its Subsidiaries owning the affected deposit account or other funds maintained with a creditor depository institution in excess of those set forth by regulations promulgated by the FRB or any property other than the property financed by such Indebtedness foreign regulatory agency performing an equivalent function, and (ii) such deposit account or securities account is not intended by the Indebtedness secured thereby does not exceed Company or any of its Subsidiaries to provide collateral (other than such as is ancillary to the cost establishment of such deposit account or fair market value, whichever is lower, of securities account) to the property being acquired on the date of acquisitiondepository institution; (ik) Liens arising under Cash Management Agreement pooling arrangements; (l) any interest or title of a lessor under any lease entered into by the Company or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (m) Liens incurred pursuant to a Permitted Securitization on the property and rights that are subject thereto; (n) licenses, operating leases or subleases permitted hereunder granted to other Persons in the ordinary course of business not interfering in any material respect with the business of the Company or any of its Subsidiaries; (o) Liens arising from precautionary UCC financing statement filings with respect to operating leases or consignment arrangements entered into by the Company or any of its Subsidiaries in the ordinary course of business; (p) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with the Company or any Loan Party to Subsidiary or becomes a Subsidiary of the extent Company and the replacement, extension or renewal of such acquisition, merger Liens (or consolidation is otherwise permitted hereunderthe Indebtedness secured thereby); provided that such Liens (i) are such Liens were not created in anticipation contemplation of such merger, consolidation or contemplation acquisition and do not extend to any assets other than those of the Person (or any of its Subsidiaries) so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary and (ii) no such replacement, extension or renewal of such Lien or the Indebtedness secured thereby may (A) increase or change the assets secured by such Lien or (B) increase the aggregate principal amount (or, as applicable, the committed amount) of Indebtedness secured by such Lien (other than by an amount equal to the fees and expenses of such replacement, extension or renewal); (q) Liens in favor of the Company or any of its Subsidiaries; (r) (i) Liens on fixed or capital assets (including real property) to secure the payment of all or any part of the cost of acquisition, construction, development or improvement of such assets, or to secure Indebtedness incurred to provide funds for any such purpose; provided that (i) the commitment of the creditor to extend the credit secured by any such Lien shall have been obtained not later than 12 months after the completion of the acquisition, construction, development or improvement of such assets, (ii) the Indebtedness secured by such Lien does not exceed the cost of such acquisition, merger construction, development or consolidationimprovement of such assets (other than by an amount equal to any related financing costs (including, but not limited to, the accrued interest and premium and fees, if any, on the Indebtedness so secured)), and (iii) such Lien shall not apply to any other property of the Company or any Subsidiary, except for accessions and improvements to such fixed or capital assets covered by such Lien and the proceeds and products thereof and (ii) do not extend to property not subject to the replacement, extension or renewal of such Liens at (or the time Indebtedness secured thereby) provided that no such replacement, extension or renewal of such acquisitionLien or the Indebtedness secured thereby may (A) increase or change the assets secured by such Lien except as would have been originally permitted to be secured by the Lien or Indebtedness being replaced, merger extended or consolidation, renewed pursuant to the preceding subclause (iii) are not more favorable or (B) increase the aggregate principal amount (or, as applicable, the committed amount) of Indebtedness secured by such Lien (other than by an amount equal to the applicable lienholders than their existing Liens fees and (iv) secure Indebtedness expenses of such replacement, extension or other obligations in an aggregate amount not to exceed $25,000,000renewal); (js) Liens of producers arising deposits made in the ordinary course of business under to secure obligations to insurance carriers providing casualty, liability or other insurance to the New Mexico Oil Company and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 its Subsidiaries and (ii) Liens on insurance policies and the proceeds thereof securing the financing of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionpremiums with respect thereto; (kt) Liens on cashencumbering the Company’s or any of its Subsidiary’s equity interests or other investments in any joint venture (i) securing obligations (other than Indebtedness) of the Company or such Subsidiary under the joint venture agreement for such joint venture or (ii) in the nature of customary voting, Cash Equivalents and Cash Investments equity transfer, redemptive rights or similar terms (other than Liens securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to Indebtedness) under any such Liens may at no time exceed $10,000,000agreement; (lu) Liens permitted under Section 7.03(j);solely on any c▇▇▇ ▇▇▇▇▇▇▇ money deposits, proceeds of escrow arrangements or proceeds of similar arrangements made by the Company or any Subsidiary in connection with any letter of intent, offer document, merger agreement or purchase agreement for any acquisition or investment; and (mv) other Liens securing obligations Indebtedness in an aggregate principal amount not to exceed $25,000,000exceed, at the time of and after giving effect to the incurrence of such Indebtedness, 12.5% of the book value of the Consolidated Total Tangible Assets of the Company and its Subsidiaries; provided that the Company and its Subsidiaries shall be permitted to grant Liens securing Indebtedness in aggregate principal amount in excess of such Liens do not threshold in connection with the replacement, extension or renewal of any such Indebtedness previously incurred pursuant to this clause (v) so long as the aggregate materially detract from principal amount of such Indebtedness as so replaced, extended or renewed does not exceed the value amount outstanding immediately prior to such replacement, extension or renewal except by an amount equal to the fees and expenses of any Loan Party’s assets such replacement, extension or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencerenewal.

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 (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 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 the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 thirty (30) days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety 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 (other than for indebtedness or any Liens arising under ERISA); (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or its Subsidiaries; (hf) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d); provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness permitted under of the Borrower or any Subsidiary incurred pursuant to Section 7.03(e)7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iiiii) the amount of Indebtedness secured thereby does is not exceed increased; (h) Liens created pursuant to the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitionSecurity Documents; (i) Liens on property any interest or title of a Person existing at lessor under any lease entered into by the time such Person is acquired Borrower or merged into or consolidated with any Loan Party to Subsidiary in the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation ordinary course of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at its business and covering only the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000assets so leased; (j) judgment Liens that do not constitute a Default or Event of producers arising in the ordinary course Default under Section 8.1(h) of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction;this Agreement; and (k) Liens on cash, Cash Equivalents and Cash Investments not otherwise permitted by this Section 7.3 securing Swap Contracts; provided that obligations permitted hereunder so long as neither (i) the aggregate outstanding principal amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; the obligations secured thereby nor (lii) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from fair market value (determined as of the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (ndate such Lien is incurred) of this Section 7.01 the assets subject thereto exceeds (as set forth on Schedule 1.01(eto the Borrower and its Subsidiaries) is incorporated herein by reference$500,000 at any one time.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals for taxes, assessments, charges or extensions thereof, provided other governmental levies not overdue for a period of more than 60 days or that the property covered thereby is not increased and 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 conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 60 days or which that are bonded off and being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlegislation and deposits securing liability insurance carriers under insurance or self insurance arrangements; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, contractual or warranty obligation, surety 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; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Restricted Subsidiaries; (hf) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness permitted under of the Borrower or any of its Restricted Subsidiaries incurred pursuant to Section 7.03(e); 7.2(e) solely to finance the acquisition or construction of new equipment, fixed assets or real property or the repair or improvement thereof or the refinancing of real property, provided that (i) such Liens and the Indebtedness secured thereby shall be created within 270 days after the acquisition, construction, repair or improvement of such new equipment, fixed assets or real property or improvements thereto and (ii) such Liens do not at any time encumber any property other than the equipment, fixed assets or real property (or the real property improved by such improvements) financed by such Indebtedness and Indebtedness; (iih) Liens created pursuant to 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 acquisitionSecurity Documents; (i) Liens on property of a Person existing at the time such Person is acquired contractual or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) statutory Liens of producers landlords and Liens of suppliers (including sellers of goods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act business; (j) rights of setoff or any similar statute bankers’ liens upon deposits of cash in any favor of banks or other jurisdiction depository institutions whether arising by contract or under section 9-319 operation of the UCC in effect law, incurred in the States ordinary course of Texas, Kansas, Montana, Utah and Wyoming or business so long as such deposits are not intended to be collateral for any other applicable jurisdictionobligations; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000intent or purchase agreement in connection with a Permitted Acquisition; (l) Liens permitted under Section 7.03(j)arising from precautionary UCC financing statements regarding operating leases not constituting Indebtedness or consignments; (m) other Liens securing obligations Indebtedness permitted hereunder on property or assets acquired pursuant to a Permitted Acquisition or permitted Investment, or on property or assets of a Restricted Subsidiary of the Borrower in an aggregate amount not existence at the time such Subsidiary is acquired pursuant to exceed $25,000,000; a Permitted Acquisition or permitted Investment, provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or permitted Investment and do not in attach to any other asset of the aggregate materially detract from the value of Borrower or any Loan Party’s assets or materially impair the use thereof in the operation of its business; andRestricted Subsidiaries; (n) clause Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (no) Liens encumbering customary initial deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts, in each case incurred in the ordinary course of business; (p) Liens incurred in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets; (q) Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods; (r) Liens arising out of judgments or awards not constituting an Event of Default under Section 8(h); (s) any interest or title of a licensor, sublicensor, lessor or sublessor under any license or lease agreement in the ordinary course of business not interfering with the business of the Borrower or any of its Restricted Subsidiaries; (t) licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (u) Liens which arise under Article 4 of the UCC on items in collection and documents and proceeds related thereto; (v) Liens not otherwise permitted by this Section 7.01 so long as set forth the aggregate outstanding principal amount of the obligations secured thereby does not exceed $20,000,000 at any one time; (w) Liens on Schedule 1.01(eassets subject to a Sale Leaseback Transaction securing Capital Lease Obligations incurred pursuant to such Sale Leaseback Transaction; (x) is incorporated herein Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.8(g) or (y) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.5, 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; (y) ground leases in respect of real property on which facilities owned or leased by referencethe Borrower or any of its Restricted Subsidiaries are located; (z) Liens on the real estate and related assets financed pursuant to the Mortgage Facility securing Indebtedness under the Mortgage Facility permitted to be incurred pursuant to Section 7.2(v); (aa) zoning, building codes and other land use laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property and are not violated by the current use or occupancy of such real property or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries thereon; (bb) Liens securing repurchase obligations under Cash Equivalents; (cc) Liens securing the Institutional Letters of Credit; (dd) Liens on assets of non-Guarantors to secure Indebtedness under Section 7.2(x); and (ee) Liens on the equity interest of Unrestricted Subsidiaries.

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 (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan DocumentDocument securing the Obligations; (b) Liens existing on the Second Third Restatement Effective Date and listed on Schedule 7.01 7.01(b) and any modifications, replacements, renewals or extensions thereof, ; provided that (i) the property covered thereby is not changed (except for replacements and accessions to such property and additions that do not increase the value of such property in any material respect), (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 thereby, to the extent constituting Indebtedness, is permitted by Section 7.03(b); (c) Liens for taxes Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens in respect of property or assets of Holdings or any of its Subsidiaries imposed by law and which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money (such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business business) and which are not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade 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 incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) in the case of Liens securing purchase money Indebtedness and Capital Leases, (A) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness Indebtedness, and (iiB) the Indebtedness secured thereby does not exceed the cost or fair market valuevalue of the property, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunderimprovements thereto and related expenses; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms and (ii) with respect to any Liens existing on any property or asset prior to the acquisition thereof by any Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary in connection with a Permitted Acquisition, such Lien (ix) are is not created in anticipation connection with such acquisition or contemplation of such acquisitionPerson becoming a Subsidiary, merger or consolidation, (ii) do not extend to property not subject to such Liens at as the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens case may be and (ivy) secure Indebtedness shall not encumber any other property or other obligations in an aggregate amount not to exceed $25,000,000assets of any Borrower or any Subsidiary; (j) Liens precautionary filings in respect of producers arising operating leases; and leases, licenses, subleases or sublicenses granted to others in the ordinary course of business under which do not (i) interfere in any material respect with the New Mexico Oil and Gas Products Lien Act business of any Borrower or any similar statute in Subsidiary or (ii) secure any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionIndebtedness; (k) other Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that obligations the aggregate amount of cashwhich does not exceed (I) prior to July 1, Cash Equivalents 2021, $30,000,000 and Cash Investments subject to such Liens may at no time exceed (II) from and after July 1, 2021, the greater of (x) $10,000,00060,000,000 and (y) 2.00% of Consolidated Total Assets of Holdings; (l) Liens on property of Foreign Subsidiaries organized in jurisdictions other than any jurisdiction in which a Borrower is organized securing Indebtedness of such Foreign Subsidiaries permitted under by Section 7.03(g), the proceeds of which indebtedness are used for such Foreign Subsidiaries’ working capital purposes; (m) Liens arising in connection with a Qualified Receivables Transaction on Receivables Program Assets permitted to be Disposed of pursuant to Section 7.05(l) securing Receivables Program Obligations permitted by Section 7.03(j); (mn) Liens in favor of custom and revenue authorities arising as a matter of law to secure payment of non-delinquent customs duties in connection with the importation of goods; (o) Liens upon specific items of inventory or other Liens goods and proceeds of any Person securing such Person’s obligations in an aggregate amount respect of letters of credit and bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (p) Liens arising out of conditional sale, consignment, title retention or similar arrangements for the sale of goods entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (q) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off and banker’s liens) and which are within the general parameters customary in the banking industry; (r) deposits made in the ordinary course of business to secure liability to insurance carriers; (s) non-exclusive licenses for the use of intellectual property entered into in the ordinary course of business; (t) Liens on Cash Collateral granted in favor of any Lenders and/or the L/C Issuer created as a result of any requirement or option to Cash Collateralize pursuant to this Agreement; (u) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to exceed $25,000,000pooled deposit or sweep accounts of any Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Borrower or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of any Borrower or any of its Subsidiaries in the ordinary course of business; (v) Liens encumbering customary initial and margin deposits in respect of foreign exchange accounts maintained in the ordinary course of business, similar Liens attaching to foreign exchange accounts maintained in the ordinary course of business and Liens on cash and Cash Equivalents to secure Swap Contracts; provided that (x) any account subject to a Lien described above in this paragraph (v) may only contain deposits for the purposes described above and (y) unless otherwise agreed to by the Administrative Agent or the Required Lenders, neither Holdings nor any of its Subsidiaries shall deposit additional amounts into any account as described above at any time while a Default or any Event of Default exists; (w) Liens incurred in connection with permitted insurance premium financing; Liens securing Indebtedness permitted pursuant to Section 7.03(r) so long as such Liens do not in extend to any other asset other than those so encumbered at the aggregate materially detract from time of consummation of the applicable Permitted Acquisitions (except for replacements and accessions to such property and additions that do not increase the value of such property in any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference.material respect);

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 (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not increased changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b), or Liens to which the Required Lenders have consented in writing; (c) Liens for taxes not yet due or assessments and similar charges, which are either not delinquent or being contested diligently and in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of and as to which the applicable Person Loan Party has set aside any reserves required in accordance with GAAPGAAP on its books; (d) carriers’statutory Liens, warehousemensuch as mechanic’s, mechanics’, materialmen’s, repairmenwarehouseman’s, landlord’s, artisan’s, worker’s, contractor’s, carrier’s or other like Liens, (i) incurred in good faith in the ordinary course of business, (ii) which are either not delinquent or are being contested diligently and in good faith by appropriate proceedings and (iii) as to which the applicable Loan Party has set aside any reserves on its books required in accordance with GAAP or bonded satisfactorily to the Administrative Agent; (e) encumbrances consisting of zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of real property or minor irregularities of title which were not incurred in connection with Indebtedness, provided that none of such encumbrances materially impairs the operation of the applicable Loan Party’s business; (f) Liens arising in respect of judgments or awards with respect to which any Loan Party is, in good faith, prosecuting an appeal or proceeding for review and with respect to which a stay of execution upon such appeal or proceeding for review has been secured, and as to which judgments or awards such Loan Party has established any reserves on its books required in accordance with GAAP or has bonded in a manner satisfactory to the Administrative Agent; (g) pledges or deposits made in the ordinary course of business which are not overdue for a period to secure payment of more than 30 days worker’s compensation, or which are being contested to participate in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business any fund in connection with workers’ worker’s compensation, unemployment insurance and insurance, old-age pensions or other social security legislation, other than any Lien lien imposed by ERISA▇▇▇▇▇; (fh) deposits granted to secure the performance of bids, trade contracts and leases tenders, contracts, leases, public or statutory obligations (other than Indebtednessobligations under ERISA), statutory obligationssurety, surety bonds (other than bonds related to judgments or litigation)customs, appeal and performance bonds and other similar obligations of a like nature incurred in the ordinary course of businessbusiness and not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of any property; (gi) easementsso long as there exists no Default prior to and/or after giving effect to the incurrence of such Lien and the related Indebtedness, rights-of-way, restrictions Liens of the Borrower and other the Restricted Subsidiaries (except License Subsidiaries) securing Indebtedness in respect of capital leases and similar encumbrances affecting real property which, in the aggregate, are not substantial in amountobligations, and which do not in any case materially detract from the value of the property subject thereto purchase money obligations for fixed or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing Indebtedness capital assets permitted under by Section 7.03(e); provided that (iA) such Liens may only secure Indebtedness of the Borrower and the Restricted Subsidiaries in respect of capital leases and similar obligations and purchase money obligations for fixed or capital assets and (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitionproceeds thereof; (ij) [reserved]; (k) so long as there exists no Default prior to and/or after giving effect to the incurrence of such Lien and the related Indebtedness, Liens on property of a Person existing at the time such Person is acquired Borrower or merged into or consolidated with any Loan Party the Restricted Subsidiaries (other than the License Subsidiaries) securing Indebtedness permitted to be incurred under Section 7.03(i), provided that, to the extent such acquisitionIndebtedness is incurred by a Loan Party, merger (i) such Liens shall be pari passu with the Lien securing the Obligations, (ii) such Liens shall not be secured by any assets that are not Collateral and (iii) in each case, the beneficiary of such Liens (or consolidation agent on their behalf) shall become party to an Intercreditor Agreement with the Administrative Agent; (l) so long as there exists no Default prior to and/or after giving effect to the incurrence of such Lien and the related Indebtedness, Liens of the Borrower or the Restricted Subsidiaries (other than the License Subsidiaries) securing Indebtedness permitted to be incurred under Section 7.03(j), (i) such Liens shall rank junior and subordinate to the Lien securing the Obligations, (ii) to the extent such Indebtedness is otherwise incurred by a Loan Party, such Liens shall not be secured by any assets that are not Collateral and (iii) in each case, the beneficiary of such Liens (or agent on their behalf) shall become party to an Intercreditor Agreement with the Administrative Agent; (m) Liens on assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness of such Restricted Subsidiaries permitted hereunderto be incurred under Section 7.03; (n) so long as there exists no Default prior to and/or after giving effect to the incurrence of such Lien and the related Indebtedness, other Liens in the aggregate securing up to an aggregate outstanding amount of Indebtedness and other obligations of the Borrower and the Restricted Subsidiaries (except License Subsidiaries) at any time not to exceed $10,000,000; (o) Liens securing Incremental Equivalent Debt; provided that such Liens shall be subject to an Intercreditor Agreement. (p) Liens securing Swap Contracts of the Borrower or the Restricted Subsidiaries (i) that are incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not created in anticipation for speculative purposes, or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to securing letters of credit that support such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000Swap Contracts; (jq) Liens of producers arising from precautionary Uniform Commercial Code financing statements filed under any lease permitted by this Agreement; (r) non-exclusive licenses and sublicenses granted by a Loan Party or any Restricted Subsidiary and leases and subleases (by a Loan Party or any Restricted Subsidiary as lessor or sublessor) to third parties in the ordinary course of business under not interfering with the New Mexico Oil and Gas Products Lien Act business of the Loan Parties or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictiontheir Subsidiaries; (ks) Liens on cashin favor of collecting banks arising under Section 4-210 of the Uniform Commercial Code or, Cash Equivalents and Cash Investments securing Swap Contracts; provided that with respect to collecting banks located in the aggregate amount State of cashNew York, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000under Section 4-208 of the Uniform Commercial Code; (lt) Liens (including the right of set-off, revocation, refund or chargeback) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (u) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Borrower or Restricted Subsidiary in the ordinary course of business; (v) Liens securing Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt permitted under by Section 7.03(j7.03(n); (mw) other Liens of franchisors in the ordinary course of business not securing obligations Indebtedness; (x) Liens granted in favor of a trustee in an aggregate amount not indenture relating to exceed $25,000,000; provided Indebtedness permitted under Section 7.03 to the extent that such Liens secure only customary compensation and reimbursement obligations owing to such trustee; (y) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Restricted Subsidiary of the Borrower in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 7.03, and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not in attach to any other asset of the Borrower or any of its Restricted Subsidiaries; and any extensions, renewals and replacements thereof so long as the aggregate materially detract principal amount of the Indebtedness secured by such Liens does not increase from that amount outstanding at the value time of any Loan Party’s assets such extension, renewal or materially impair replacement, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension, and such extension, renewal or replacement does not encumber any asset or properties of the use thereof in the operation Borrower or any of its business; andRestricted Subsidiaries other than the proceeds of the assets subject to such Lien; (nz) clause Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted pursuant to Section 7.03; (naa) any encumbrances or restrictions (including, without limitation, put and call agreements) with respect to the Equity Interests of this any joint venture permitted by Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference.7.02 arising pursuant to the agreement evidencing such joint venture;

Liens. Create, incur, assume or suffer permit to exist any Lien upon on any property or assets (including Equity Interests, evidences of its propertyIndebtedness or other securities of any Person) at the time owned by it or on any income or revenues or rights in respect of any thereof, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except: (a) Liens securing on property or assets of the Obligations pursuant Borrower and any Subsidiary Guarantor existing on the Closing Date and set forth on Schedule 6.02 and any refinancing, modification, replacement, renewal or extension thereof; provided, that the Lien does not extend to any Loan Documentadditional property other than after-acquired property that is affixed to or incorporated in the property covered by such Lien and the proceeds and products thereof; (b) Liens existing any Lien (i) created under the Loan Documents and (ii) on the Second Restatement Effective Date and listed on Schedule 7.01 and cash or deposits granted in favor of any renewals or extensions thereofIssuing Bank hereunder to cash collateralize any Defaulting Lender’s participation in Letters of Credit issued under this Agreement, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)as applicable; (c) Liens for taxes Taxes, assessments or other governmental charges or levies which are not yet due or overdue by more than thirty (30) days or, if more than thirty (30) days overdue, 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 GAAPSection 5.03; (d) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, construction or other like Liens arising in the ordinary course of business which and securing obligations that are not overdue for a period of by more than 30 thirty (30) days or or, if more than thirty (30) days overdue, (i) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves accordance with Section 5.03 or (ii) with respect thereto are maintained on to which the books of the applicable Personfailure to make payment could not reasonably be expected to have a Material Adverse Effect; (e) (i) subject to the Order, pledges and deposits made (including to support obligations in respect of letters of credit, bank guarantees or deposits similar instruments to secure) in the ordinary course of business in connection compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security legislationlaws or regulations and deposits securing premiums or liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations or otherwise as permitted in Section 6.01(c) and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including to support obligations in respect of letters of credit, other than bank guarantees or similar instruments for the benefit of) insurance carriers in respect of property, casualty or liability insurance to the Borrower or any Lien imposed Subsidiary provided by ERISAsuch insurance carriers; (f) (i) deposits to secure the performance of bids, trade contracts and (other than for debt for borrowed money), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance, performance bonds and other completion and return of money bonds, government contracts, financial assurances and completion and similar obligations of a like nature and similar obligations, including those incurred to secure health, safety and environmental obligations in the ordinary course of businessbusiness and (ii) obligations in respect of letters of credit or bank guarantees that have been posted to support payment of the items set forth in clause (i) of this Section 6.02(f); (g) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of Real Property and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, and which do not interfere in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable PersonBorrower or any Subsidiary; (h) Liens securing Capital Lease Obligations, mortgage financings, and purchase money Indebtedness permitted or improvements thereto hereafter acquired, leased, repaired or improved by the Borrower or any Subsidiary Guarantor (including the interests of vendors and lessors under Section 7.03(econditional sale and title retention agreements); provided that (i) such Liens do not at security interests secure Indebtedness permitted by Section 6.01(g) (including any time encumber any property other than the property financed by such Permitted Refinancing Indebtedness and in respect thereof), (ii) such security interests are created, and the Indebtedness secured thereby is incurred, within two hundred seventy (270) days after such acquisition, lease, completion of construction or repair or improvement (except in the case of any Permitted Refinancing Indebtedness), (iii) the Indebtedness secured thereby does not exceed the cost of such equipment or fair market valueother property or improvements at the time of such acquisition or construction, whichever is lowerincluding transaction costs (including any fees, costs or expenses or prepaid interest or similar items) incurred by the Borrower or any Subsidiary Guarantor in connection with such acquisition or construction or material repair or improvement or financing thereof and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary Guarantor (other than to the proceeds and products of and the accessions to such equipment or other property or improvements but not to other parts of the property being acquired on the date of acquisitionto which any such improvements are made); provided, that individual financings otherwise permitted to be secured hereunder provided by one Person (or its affiliates) may be cross collateralized to other such financings provided by such Person (or its affiliates); (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided securing judgments that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time constitute an Event of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000Default under Section 7.01(j); (j) any interest or title of a lessor, sublessor, licensor or sublicensee under any leases, subleases, licenses or sublicenses entered into by the Borrower or any Subsidiary in the ordinary course of business; (k) Liens that are contractual rights of producers set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary Guarantor to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary Guarantor, (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary Guarantor in the ordinary course of business, (iv) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business and (v) encumbering reasonable customary initial deposits and margin deposits; (l) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights as to Deposit Accounts, Securities Accounts, or Commodities Accounts or other funds or investments maintained with depository institutions or securities intermediaries arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionbusiness; (ki) leases, subleases, licenses or sublicenses of property in the ordinary course of business or (ii) rights reserved to or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any Subsidiary Guarantor or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; (n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (o) Liens consisting of an agreement to dispose of any property in a transaction permitted under Section 6.05; (p) Liens arising from precautionary UCC financing statements (or similar filings under other Applicable Law) regarding operating leases or consignment or bailee arrangements; (q) Liens, solely with respect to the Loan Parties’ real estate, securing Indebtedness permitted under Section 6.01(h); provided that any such Liens are granted pursuant to documentation, and subject to the Intercreditor Agreement, in each case, approved by Administrative Agent and in accordance with the Approved Budget; (r) Liens of the Administrative Agent and the Pre-Petition Agent granted by the Orders or created pursuant to any Loan Document or Pre-Petition Loan Document; (s) Liens (i) arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any Subsidiary Guarantor in the ordinary course of business and (ii) arising by operation of law under Article 2 of the UCC; (t) Liens securing the Pre-Petition Obligations; (u) Liens on cash, Cash Equivalents insurance policies and Cash Investments the proceeds thereof securing Swap Contracts; provided that the aggregate amount financing of cash, Cash Equivalents and Cash Investments subject Indebtedness permitted pursuant to such Liens may at no time exceed $10,000,000Section 6.01(j)(i); (lv) the Adequate Protection Liens and Adequate Protection Superpriority Claims; (i) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing Cash Management Obligations permitted by Section 6.01 and (ii) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing Secured Bank Product Obligations permitted by Section 6.01; (x) Liens, encumbrances and other matters disclosed as exceptions in Schedule B, or insured over by, title insurance policies; and (y) Other title and survey exceptions as Administrative Agent has approved or may approve in writing in Administrative Agent’s reasonable discretion which Permitted Encumbrances in the aggregate to done materially and adversely affect the value or use of the property. Notwithstanding the foregoing, (i) none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s Borrowing Base Collateral, other than those permitted under clauses (d), (q) and (v) above, and (ii) Liens permitted under this Section 7.03(j); 6.02 other than the Liens permitted under clause (mq) other Liens securing obligations in an aggregate amount not above (solely to exceed $25,000,000; provided that such Liens do not the extent set forth in the aggregate materially detract from Orders) shall at all times be junior and subordinate to the value of Liens under the Loan Documents and the applicable Order securing the Obligations. The prohibition provided for in this Section 6.02 specifically includes any effort by any Loan Party’s assets , any official committee in any Chapter 11 Case or materially impair the use thereof any other party in interest in the operation Chapter 11 Cases, as applicable, to prime or create pari passu to any claims, Liens or interests of its business; and (nx) clause the Administrative Agent and the Lenders or (ny) of this Section 7.01 for so long as the Pre-Petition Obligations have not been paid in full, the Pre-Petition Agent and the Pre-Petition Lenders, any Lien, in each case, other than as set forth on Schedule 1.01(e) is incorporated herein by referencein the applicable Orders and irrespective of whether such claims, Liens or interests may be “adequately protected.”

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 (collectively, “Permitted Liens”):except for: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings; provided, if that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with Borrower or its Restricted Subsidiaries, as the case may be, to the extent required by GAAP; (db) landlords’, 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 30 60 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges (i) pledges, deposits or deposits in the ordinary course of business statutory trusts in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) Liens incurred in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance carriers providing property, other than casualty or liability insurance to the Borrower or any Lien imposed by ERISAof its Restricted Subsidiaries in respect of such obligations; (fd) deposits and other Liens to secure the performance of bids, government, trade and other similar contracts and leases (other than Indebtednessfor borrowed money), leases, subleases, statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)surety, judgment and appeal bonds, performance bonds and other obligations of a like nature and liabilities to insurance carriers incurred in the ordinary course of business; (gi) Liens and encumbrances shown as exceptions in the title insurance policies insuring the Mortgages, and (ii) easements, zoning restrictions, rights-of-way, leases, licenses, covenants, conditions, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Restricted Subsidiaries; (hf) Liens (i) in existence on the Closing Date (after giving effect to the Transactions) listed on Schedule 7.3(f) (or to the extent not listed on such Schedule 7.3(f), where the Fair Market Value of the Property to which such Lien is attached is less than $10,000,000), (ii) securing Indebtedness permitted by Section 7.2(d) and (iii) created after the Closing Date in connection with any refinancing, refundings, or renewals or extensions thereof permitted by Section 7.2(d); provided, that no such Lien is spread to cover any additional Property of the Borrower or any of its Restricted Subsidiaries after the Closing Date unless such Lien utilizes a separate basket under this Section 7.3; (i) Liens securing Indebtedness permitted of the Borrower or any of its Restricted Subsidiaries incurred pursuant to Sections 7.2(c), 7.2(e), and 7.2(i) (provided that no such Lien securing debt pursuant to Section 7.2(i) shall apply to any other Property of the Borrower or any of its Restricted Subsidiaries that is not Collateral (or does not concurrently become Collateral) unless such Lien utilizes a separate basket under this Section 7.03(e7.3) and Sections 7.2(j)(i), 7.2(k), 7.2(r), 7.2(s), 7.2(t) and 7.2(v); provided provided, that (iA) in the case of any such Liens securing Indebtedness pursuant to Section 7.2(k), such Liens do not at any time encumber any property Property of the Borrower or any Subsidiary Guarantor, (B) in the case of any such Liens securing Indebtedness incurred pursuant to Section 7.2(r), such Liens do not encumber any Property other than cash paid to any such insurance company in respect of such insurance, (C) in the property financed by case of any such Liens securing Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market valuepursuant to Section 7.2(t)(x), whichever is lower, of the property being acquired on the date of acquisition; (i) such Liens on property of a Person existing exist at the time that the relevant Person becomes a Restricted Subsidiary or such assets are acquired and are not created in contemplation of or in connection with such Person is acquired becoming a Restricted Subsidiary or merged into or consolidated with any Loan Party the acquisition of such assets (except to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness which refinanced other secured Indebtedness to facilitate such Person becoming a Restricted Subsidiary or to facilitate the merger, consolidation or amalgamation or other obligations acquisition of assets referred to in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j7.2(t)(x); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference.),

Liens. Create, incur, assume or suffer to exist any Lien upon any of its propertyProperty, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, collectively “Permitted Liens”): (a) Liens securing the Obligations pursuant to any Loan DocumentDocument or to secure the Obligations; (b) Liens existing on the Second Restatement Effective Third Amendment Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property Property covered thereby is not increased and 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 Ordinary Course of business Business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course Ordinary Course of business Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, and other than any such Lien on Borrowing Base Collateral or any such Lien on the equity securities of any Subsidiary; (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 Ordinary Course of businessBusiness (other than Liens on Borrowing Base Collateral or Liens on the equity securities of any Subsidiary); (g) Liens encumbering any Real Estate subject to a Mortgage that are described on a mortgagee title policy covering the Administrative Agent and approved by the Administrative Agent, and which Liens do not in any case materially detract from the value of Real Estate subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property Property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hi) Liens (other than Liens on Borrowing Base Collateral or Liens on the equity securities of any Subsidiary) securing judgments, decrees or awards (i) in respect of which the Borrowers or any of their Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings or (ii) in an aggregate amount equal to or less than $5,000,000; (j) Liens (other than Liens on Borrowing Base Collateral or Liens on the equity securities of any Subsidiary) securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property Property being acquired on the date of acquisition; (ik) Liens on property any Property (other than Borrowing Base Collateral and the equity securities of any Subsidiary) (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Person Permitted Acquisition and (ii) of the Borrower or any of its Subsidiaries existing at the time such Person Property (other than Borrowing Base Collateral) is purchased or otherwise acquired by the Borrower or merged into or consolidated with any Loan Party such Subsidiary thereof pursuant to the extent such acquisition, merger or consolidation is otherwise a transaction permitted hereunderpursuant to this Agreement; provided that that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens (i1) are not created incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or contemplation of such other acquisition, merger or consolidation(2) are applicable only to specific Property (other than Borrowing Base Collateral and the equity securities of any Subsidiary), (ii3) are not “blanket” or all-asset Liens and (4) do not extend attach to any other property not subject to or assets of the Borrower or any of its Subsidiaries and (B) the Indebtedness secured by such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business is permitted under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000Section 7.03(g); (l) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens permitted under Section 7.03(j)of a collecting bank on Payment Items in the course of collection; (m) other Liens securing obligations on assets of any Non-Loan Party Subsidiary (excluding the equity securities of such Person) to secure Indebtedness permitted under Section 7.03(f); (n) Liens granted by a Non-Loan Party Subsidiary in an aggregate amount not favor of a Loan Party in respect of Indebtedness and by such Subsidiary; (o) Liens created pursuant to exceed $25,000,000; provided that such Liens do not any provisions included in the aggregate materially detract from the value general conditions of any Loan Party’s assets bank operating in The Netherlands which are based on clauses 24, 25 and 26 of the general conditions drawn up by the Netherlands Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) and the Consumers Union (Consumentenbond); (p) any interest or materially impair the use thereof in the operation title of its businessa lessor, sublessor, licensee or licensor under any lease or license agreement not prohibited by this Agreement; and (nq) clause Liens (nother than Liens on Borrowing Base Collateral and Liens on the equity securities of any Subsidiary) not otherwise permitted herein securing Indebtedness not in favor of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referenceany Affiliate of Imation and not exceeding in the aggregate at any time the principal amount of $2,500,000.

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 except for the following (collectively, the “Permitted Liens”): (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(b); (c) Liens for taxes Taxes or other governmental levies not yet due or as to which the period of grace, if any, related thereto has not expired 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 30 sixty (60) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if ; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (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, title defects, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(e7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (ij) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any of its Restricted Subsidiaries, in each case in the ordinary course of business in favor of the bank or banks or other depository institutions with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness other than Indebtedness permitted under Section 7.02(e); (k) [Reserved]; (l) Liens on arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business; (m) Any interest or title of a Person existing at the time such Person is acquired lessor, licensor or merged sublessor under any lease, license or sublease entered into or consolidated with by any Loan Party or any Restricted Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased; (n) Liens of a collection bank arising under Section 4–210 of the UCC on items in the course of collection; (o) Any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (p) the interests of lessors under operating leases, including precautionary UCC filings in respect thereof, and non-operating licensors under license agreements (including software and other technology licenses); (q) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent such acquisition, merger or consolidation the financing is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000under Section 7.02(i); (jr) Liens in favor of producers customs and revenue authorities arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 as a matter of the UCC in effect in the States law to secure payment of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictioncustoms duties; (ks) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition; (t) Liens on cash, Cash Equivalents cash collateral deposited into any escrow account issued in connection with any Permitted Acquisition pursuant to customary escrow arrangements reasonably satisfactory to the Administrative Agent to the extent such cash collateral represents the proceeds of financing and Cash Investments securing Swap Contracts; provided that additional amounts to pay accrued interest on and/or the aggregate amount redemption price of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000the financing; (l) Liens permitted under Section 7.03(j); (mu) other Liens securing obligations Indebtedness outstanding in an aggregate principal amount not to exceed $25,000,000; 7,000,000, provided that no such Lien shall extend to or cover any Collateral; (v) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or assets of any Person that becomes a Restricted Subsidiary (other than as a result of a redesignation of an Unrestricted Subsidiary), as the case may be, provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not apply to any other property or assets of Holdings, the Borrower or any Restricted Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and any Refinancing Indebtedness in respect thereof; (w) Liens do not on assets of Foreign Subsidiaries securing Indebtedness permitted by Section 7.02(o); (x) Liens on the Equity Interests owned by the Borrower or any Restricted Subsidiary in any joint venture (other than any such joint venture that constitutes a Restricted Subsidiary) created pursuant to joint venture agreements and related documents (to the extent a Lien on such Equity Interests is required thereunder) having ordinary and customary terms (including with respect to Liens) and entered into in the aggregate materially detract from ordinary course of business and securing (i) obligations other than Indebtedness or (ii) Indebtedness of such joint venture that is non-recourse to Holdings, the value of Borrower or any Loan Party’s assets Restricted Subsidiary or materially impair the use to any property thereof in the operation of its businessother than such Equity Interests; and (ny) clause Liens on cash or Cash Equivalents of the Borrower or any Restricted Subsidiary in an amount equal to 103% of the face amount of the Existing Letters of Credit outstanding on the Closing Date; provided that any such Liens shall be terminated within 15 Business Days of the Closing Date (n) of this Section 7.01 or such longer period as set forth on Schedule 1.01(e) is incorporated herein by referencethe Administrative Agent shall agree in its sole discretion).

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 (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Credit Document securing the Loan DocumentObligations; (b) Liens in favor of a Lender or any of its Affiliates pursuant to a Swap Contract or Treasury Management Agreement permitted hereunder, but only to the extent that (i) the obligations under such Swap Contract or Treasury Management Agreement are permitted under Section 8.03, (ii) such Liens are on the same collateral that secures the Loan Obligations and (iii) the obligations under such Swap Contract or Treasury Management Agreement and the Loan Obligations share pari passu (subject to Section 9.03) in the collateral that is subject to such Liens; (c) Liens existing on the Second Restatement Effective Date date hereof and listed on Schedule 7.01 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b8.03(d) and (e); (cd) Liens for taxes 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 in accordance with GAAP; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 thirty days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ef) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fg) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal 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; (gh) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in amount, and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hi) Liens securing Indebtedness permitted judgments for the payment of money not constituting an Event of Default under Section 7.03(e)9.01(h) or securing appeal or other surety bonds related to such judgments; (j) Liens securing, or in respect of, obligations under capital leases or Synthetic Leases and purchase money obligations for fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) 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; (ik) Liens on the property or assets of any Person that becomes a Person existing member of the Consolidated Group following the Closing Date to the extent such Liens exist at the time such Person is acquired or merged into or consolidated with any Loan Party to becomes a member of the extent such acquisition, merger or consolidation is otherwise permitted hereunderConsolidated Group; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) thereof and do not extend to any property not subject to such Liens at or assets of any other member of the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000Consolidated Group; (jl) Liens of producers arising cash deposited with banks that participate in the Consolidated Group’s ATM network in the ordinary course of business under to secure cash contributed by such banks for use in the New Mexico Oil ATM network and Gas Products Lien Act cash deposited with vendors or any similar statute in any other jurisdiction suppliers of PIN’s or under section 9-319 mobile phone time to members of the UCC in effect Consolidated Group in the States ordinary course of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject business to secure accounts payable to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j)vendors or suppliers; (m) other rights or Liens securing obligations granted to vendors or suppliers of PIN’s or on-line mobile or long distance phone time (including, without limitation, telephone operators) in PIN inventory, PIN accounts receivable or restricted cash accounts associated with the purchase or sale of PIN’s or phone time, including the rights and Liens of mobile operators in the Mobile Network Trust Arrangement; (n) Liens under UCC § 4-210 and Liens in deposit accounts created under the standard deposit agreement of any financial institution at which such Loan Party maintains a deposit account; (o) cash collateral in an aggregate amount of up to €25 million to secure letters of credit or bank guarantees required by mobile phone operators; (p) as permitted under German law, property ownership transfers made for security purposes (Sicherungseigentum), retention of title arrangements (Eigentumsvorbehalt) and assignments of claims, rights and receivables made for security purposes (Sicherungsabtretungen), in each case made in the ordinary course of business; and (q) other Liens securing Indebtedness of not to exceed more than $25,000,00010 million; provided that such Liens do shall relate to specific property and shall not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referencebe blanket liens.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesthe property of any Loan Party, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes Taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance or payment bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personany Group Member; (hf) Liens securing Indebtedness permitted under of any Group Member incurred pursuant to Section 7.03(e); 7.2(d) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iiiii) the amount of Indebtedness secured thereby does is not exceed increased; (g) Liens created pursuant to the cost Collateral Documents; (h) any interest or fair market value, whichever is lower, title of a lessor under any lease entered into by the property being acquired on Borrower in the date ordinary course of acquisitionits business and covering only the assets so leased; (i) Liens existing on the Closing Date and listed on Schedule 7.3 hereto and any modifications, replacements, renewals or extensions thereof; provided that (A) the Lien does not extend to any additional property other than (x) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and (y) proceeds and products thereof, (B) the amount secured or benefited thereby is not increased except as contemplated by Section 7.2(m), (C) the direct or any contingent obligor with respect thereto is not changed and (D) any renewal, extension or modification of the obligations secured or benefited by such Liens is permitted by Section 7.2(m); (j) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(i); (k) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any a Loan Party to the extent Party; provided, that such acquisition, Liens were not created in contemplation of such merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) and do not extend to property not subject to such Liens at any assets other than those of the time of such acquisitionPerson merged into or consolidated with the relevant Loan Party, merger or consolidation, (iii) are not more favorable to and the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not secured by such Lien is permitted pursuant to exceed $25,000,000this Agreement; (jl) Liens (A) of producers a collecting bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (B) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business under and (C) in favor of a banking institution arising as a matter of law encumbering deposits (including the New Mexico Oil right of set-off) and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of which are within the UCC in effect general parameters customary in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j)banking industry; (m) pledges or deposits of cash and Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of insurance in the ordinary cause of business; (A) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (x) interfere in any material respect with the business of a Loan Party or (y) secure any Indebtedness and (B) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Loan Parties or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; (o) Liens arising from precautionary Uniform Commercial Code financing statements regarding, and any interest or title of a licensor, lessor or sublessor under, operating leases permitted by this Agreement; (p) Liens on cash and Cash Equivalents securing Swap Agreements permitted pursuant to Section 7.2(k) owing to one or more Persons; (q) Liens on the Collateral securing Indebtedness permitted pursuant to Sections 7.2(e) and 7.2(s)(x); provided that such Indebtedness is subject to a Customary Intercreditor Agreement; and (r) other Liens securing obligations in an aggregate principal amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference10,000,000.

Liens. CreateThe Lead Borrower will not, incurand will not permit any of its Subsidiaries to, assume create, incur or suffer to exist any Lien upon on any of its property, assets or revenues, whether now owned or hereafter acquired, other than Property; provided that the foregoing shall not prevent the following (collectively, the Liens described below in this Section 6.15 (the “Permitted Liens”): (a) Liens securing for the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension payment of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes which are not yet due and payable and Liens (or deposits as security) for taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate and as to which appropriate reserves with respect thereto are maintained on the books of the applicable Person have been provided for in accordance with GAAP; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens (i) arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business statute in connection with workers’ worker’s compensation, unemployment insurance and other insurance, old age benefits, social security legislationobligations, statutory obligations or other than similar charges, (ii) in connection with bids, tenders, contracts or leases to which the Lead Borrower or any Lien imposed by ERISA; Subsidiary is a party or (fiii) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), public or statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of such Person or deposits of cash or Cash Equivalents to secure surety or appeal bonds to which such Person is a like nature party, or deposits as security or for the payment of rent, in each case, incurred in the ordinary course of business; (gc) mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not overdue by a period of more than 60 days or if more than 60 days overdue (i) which would not reasonably be expected to have a Material Adverse Effect or (ii) which are being contested in good faith by appropriate proceedings; (d) Liens created by or pursuant to this Agreement; (e) Liens on property of the Lead Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 6.14(b)(iii) hereof; provided that no such Lien shall extend to or cover other Property of the Lead Borrower or such Subsidiary other than the respective Property so acquired or similar Property acquired from the same lender or its Affiliates, and the principal amount of indebtedness secured by any such Lien shall at no time exceed the purchase price of all such Property; (f) easements, rights-of-way, restrictions restrictions, and other similar encumbrances affecting as to the use of real property which, of the Lead Borrower or any Subsidiary incurred in the aggregate, are not substantial in amount, and ordinary course of business which do not impair their use in the operation of the business of such Person; (g) Liens in connection with Sale/Leaseback Transactions permitted hereunder; (h) Liens arising from judgments or decrees for the payment of money in circumstances not constituting an Event of Default under Section 7.1; (i) any interest or title of a lessor, sublessor, licensor or sublicensor or Lien securing a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease not prohibited by this Agreement and leases, licenses, subleases or sublicenses granted to others that do not (x) interfere in any case materially detract from material respect with the value business of the Lead Borrower and its Subsidiaries, taken as a whole, or (y) secure any Indebtedness; (j) licenses, sublicenses, covenants not to sue or other grants of rights to intellectual property subject thereto rights granted (i) in the ordinary course of business or (ii) in the reasonable business judgment of the Lead Borrower in the conduct of its business (including in the settlement of litigation or entering into cross-licenses); (k) any zoning, building or similar law or right reserved to, or vested in, any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary course of conduct of the business of the applicable PersonLead Borrower and its Subsidiaries, taken as a whole; (hl) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created of a collection bank arising under Section 4-210 of the UCC on items in anticipation or contemplation the course of such acquisition, merger or consolidationcollection, (ii) do not extend attaching to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness commodity trading accounts or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising commodity brokerage accounts incurred in the ordinary course of business under and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of right to set off), which are within the UCC in effect general parameters customary in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionbanking industry; (km) ▇▇▇▇▇ (i) on cash advances in favor of the seller of any property to be acquired in an investment to be applied against the purchase price for such investment or (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property; (n) Liens on cashsecurities that are the subject of repurchase agreements constituting Cash Equivalents; (o) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of indebtedness, Cash Equivalents (ii) relating to pooled deposit, automatic clearing house or sweep accounts of the Lead Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Lead Borrower and Cash Investments its Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of the Lead Borrower or any Subsidiary in the ordinary course of business or (iv) relating to the credit cards and credit accounts of the Lead Borrower or any of its Subsidiaries in the ordinary course of business; (p) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or escrow arrangements made by the Lead Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (q) Liens on insurance policies and the proceeds thereof securing Swap Contractsthe financing of the premiums with respect thereto; (r) Liens incurred to secure any obligations; provided that the aggregate principal amount of cash, Cash Equivalents and Cash Investments subject to all such obligations secured by such Liens may at no time exceed $10,000,000; (ltogether with all Refinancing Indebtedness in respect thereof) Liens together with the Attributable Debt in respect of all outstanding Sale/Leaseback Transactions permitted under Section 7.03(j6.11 and the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 6.14(b)(xviii), shall not exceed the greater of $1,688 million and 15% of Consolidated Net Tangible Assets (measured as of the date such Liens are incurred and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination); (ms) Liens in favor of the issuer of customs, stay, performance, bid, appeal or surety bonds or completion guarantees and other obligations of a like nature or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; (t) Liens existing on the Amendment and Restatement Effective Date or pursuant to agreements in existence on the Amendment and Restatement Effective Date and to the extent securing obligations Indebtedness in an aggregate amount not to exceed excess of $25,000,00050 million, as described on Schedule 6.15 and any modifications, replacements, renewals or extensions thereof; provided that such Liens do shall secure only those obligations that they secure on the Amendment and Restatement Effective Date (and any Refinancing Indebtedness in respect of such obligations permitted by Section 6.14) and shall not subsequently apply to any other property or assets of the Lead Borrower or any Subsidiary other than (x) after-acquired property that is affixed or incorporated into the property covered by such ▇▇▇▇ and (y) proceeds and products thereof; (u) Liens arising under any Permitted Receivables Financing permitted under Section 6.14(b)(xxii); (v) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary or concurrently therewith; provided further that such Liens may not extend to any other property owned by the Lead Borrower or any of its Subsidiaries; provided further that such Liens secure Indebtedness permitted to be incurred under Section 6.14(b)(xvii); (w) Liens on property at the time such Subsidiary acquired the property or concurrently therewith, including any acquisition by means of a merger or consolidation with or into such Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further that the Liens may not extend to any other property owned by such Subsidiary; provided further that such Liens secure Indebtedness permitted to be incurred under Section 6.14(b)(xvii); (x) Liens on specific items of inventory or other goods and the proceeds thereof of any Person securing such Person’s obligations under any agreement to facilitate the purchase, shipment or storage of such inventory or other goods, and pledges or deposits in the aggregate materially detract ordinary course of business securing inventory purchases from vendors; (y) assignments of the value right to receive income effected as a part of the sale of a business unit or for collection purposes; (z) Liens to secure any Indebtedness permitted by Section 6.14(b)(i) to the extent that the Lead Borrower or any other Subsidiary is required to post segregated collateral to any clearing agency in respect of any Loan Party’s assets such Indebtedness as required, or materially impair as may be required, by the use thereof Commodity Exchange Act, any regulations thereto, or any other applicable legislation or regulations in connection therewith; (aa) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding leases that are not Capital Leases entered into by the Lead Borrower and the Subsidiaries in the operation ordinary course of business; (bb) deposits of cash with the owner or lessor of premises leased and operated by the Lead Borrower or any Subsidiary to secure the performance of its obligations under the lease for such premises, in each case in the ordinary course of business; and; (ncc) clause 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; (ndd) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (ee) Liens on cash and cash equivalents deposited with a trustee or a similar Person to defease or to satisfy and discharge any Indebtedness; provided that such defeasance or satisfaction and discharge is permitted hereunder; (ff) Liens arising from precautionary UCC financing statements or consignments entered into in connection with any transaction otherwise permitted under this Section 7.01 as Agreement; (gg) in the case of (i) any Subsidiary that is not a wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such other Person set forth on Schedule 1.01(e) is incorporated herein by reference.in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement;

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower, Holdings or any of its other Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following (collectively, “Permitted Liens”including any financing statements filed in connection with any of the following): (a) Liens securing the Obligations pursuant to any Loan DocumentDocument or the Orders, including Liens securing obligations under the ABL DIP Facility; (b) Liens existing on the Second Restatement Effective Date and Closing Date, existing immediately prior to the commencement of the Chapter 11 Cases, and, in each case, listed on Schedule 7.01 and 5.08(b), excluding any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal thereof or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)other modifications thereto; (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 ’s, construction or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by 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) (i) easements, (ii) rights-of-way, restrictions (iii) servitudes, (iv) restrictions, (v) reservations, limitations, provisos and conditions expressed in an original grant from the Crown and (vi) other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing Indebtedness permitted under Section 7.03(e7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property Licenses and sublicenses of a Person existing at IP Rights granted to third Persons in the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation ordinary course of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000business; (j) [reserved]; (k) [reserved]; (l) [reserved]; (m) [reserved]; and (n) Liens in favor of producers a depositary institution on cash deposits and other funds maintained with such depository institution in each case arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act by virtue of any statutory or any similar statute in any other jurisdiction or under section 9common law provision relating to banker’s liens, including Section 4-319 208 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referenceUCC.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesthe property of the Guarantor, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes not yet due or which due, that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if are not at the time delinquent or thereafter can be paid without penalty or the failure of which to pay would not reasonably be expected to have a Material Adverse Effect; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Guarantor or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 60 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance insurance, old age pensions and other social security legislationor retirement legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to the Guarantor or any Lien imposed by ERISASubsidiary; (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)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions, zoning ordinances, building restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonGuarantor or any of its Subsidiaries; (hf) Liens in existence on the date hereof listed on Schedule 6.3(f), securing Indebtedness outstanding on the date hereof, and Liens incurred to secure any Indebtedness to refinance such Indebtedness; provided that no such Lien is spread to cover any additional property after the Closing Date (other than after-acquired property that is related to the property covered by such Lien and proceeds and products of such property) and that the principal amount of Indebtedness secured thereby is not increased; (g) Liens securing Purchase Money Indebtedness permitted under Section 7.03(e); of the Guarantor or any other Subsidiary, provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (other than after-acquired property that is related to the property covered by such Lien and proceeds and products of such property) and (ii) the principal amount of Indebtedness secured thereby does is not exceed increased; (h) Liens created pursuant to the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitionSecurity Documents and Liens securing Term Loan Obligations; (i) Liens on property any interest or title of a Person existing at lessor under any lease entered into by the time such Person is acquired Guarantor or merged into or consolidated with any Loan Party to other Subsidiary in the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation ordinary course of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at its business and covering only the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000assets so leased; (j) Liens of producers arising in any Lien existing on any property or asset prior to the ordinary course of business under acquisition thereof by the New Mexico Oil and Gas Products Lien Act Guarantor or any similar statute Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other jurisdiction property or under section 9-319 assets of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming Guarantor or any Subsidiary other applicable jurisdictionthan after-acquired property that is related to the property covered by such Lien and proceeds and products of such property and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of such date; (k) Liens on cashassets described in clause (a)(i) of the definition of Excluded Debt and created, Cash Equivalents and Cash Investments securing Swap Contracts; provided incurred or assumed by any Borrower, Broker-Dealer Subsidiary, any other Subsidiary that the aggregate amount is an operating regulated entity or licensed mortgage Subsidiary or Subsidiary of casha Broker-Dealer Subsidiary, Cash Equivalents and Cash Investments subject other Subsidiary that is an operating regulated entity or licensed mortgage Subsidiary to such Liens may at no time exceed $10,000,000secure Excluded Debt; (l) Liens permitted under Section 7.03(j)securing Indebtedness of any Borrower or any other Loan Party in an aggregate principal amount for all such Indebtedness not to exceed at the time of incurrence thereof the amount equal to 10% of Consolidated Tangible Net Worth; (m) other Liens securing obligations incidental to the conduct of its business or the ownership of its property and assets which were not incurred in an aggregate amount not to exceed $25,000,000; provided that such Liens connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from the value of any Loan Party’s its property or assets or materially impair the use thereof in the operation of its business; (n) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8(h) or securing appeal or other surety bonds relating to such judgments; (o) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (f), (g), (j), (k) and (l); provided that (i) the obligations secured thereby shall be limited to the obligations secured by the Lien so extended, renewed or replaced (and, to the extent provided in the foregoing clauses, extensions, renewals and replacements thereof) and (ii) such Lien shall be limited to all or a part of the assets that secured the Lien so extended, renewed or replaced other than after-acquired property that is related to the property covered by such Lien and proceeds and products of such property; (p) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts or relating to pooled deposit or sweep accounts of Guarantor or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry and (iv) in the nature of contractual rights of set-off relating to purchase orders and other agreements entered into with customers of the Guarantor or any Subsidiary or otherwise in the ordinary course of business and customary holdbacks under credit cards or similar merchant processing; (q) Liens securing obligations of the Guarantor or any Subsidiary in respect of any Swap Agreements entered into in the ordinary course of business, for non-speculative purposes and in accordance with Section 6.10; (r) leases, licenses, subleases or sublicenses (including the provision of software under an open source license) granted to others in the ordinary course of business which do not (i) impair in any material respect the operation of the business of the Guarantor or any Material Subsidiary, taken as a whole, or (ii) secure any Indebtedness; (s) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Guarantor or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (t) Liens arising from precautionary Uniform Commercial Code financing statement filings; (u) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (v) utility and similar deposits made by the Guarantor in the ordinary course of business; (w) temporary Liens in connection with sales, transfers, leases, assignments or other conveyances or dispositions of securities permitted under Section 6.5, including (x) Liens on securities granted or deemed to arise in connection with and as a result of the execution, delivery or performance of contracts to sell such securities if such sale is otherwise permitted hereunder, or is required by such contracts to be permitted hereunder, and (y) rights of first refusal, options or other contractual rights or obligations to sell, assign or otherwise dispose of any securities or interest therein, which rights of first refusal, option or contractual rights are granted in connection with a sale, transfer or other disposition of securities permitted hereunder; and (nx) clause other Liens securing Indebtedness or other obligations, as long as each of (ni) the aggregate principal amount at any time outstanding of this Section 7.01 the Indebtedness or other obligations secured thereby when taken together and (ii) the fair market value of the property subject to such Liens do not exceed 10% of the Guarantor’s Consolidated Tangible Net Worth as set forth on Schedule 1.01(e) is incorporated herein by referencereflected in the most recently delivered quarterly or annual financial statements of the Guarantor.

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 (collectively, “Permitted Liens”):except: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes Taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds bonds, guild agreements and other obligations of a like nature incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries; (hf) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d) (and Liens securing any refinancings, refundings, renewals or extensions thereof as permitted pursuant to Section 7.2(d)), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness permitted under of the Borrower or any Subsidiary incurred pursuant to Section 7.03(e); 7.2(e) or (f) to finance the acquisition, construction, repair, replacement or improvement of fixed or capital assets or to finance the purchase of an aircraft, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets or aircraft, as the case may be, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iiiii) the amount of Indebtedness secured thereby does is not exceed increased; (h) any interest or title of a lessor under any lease entered into by the cost Borrower or fair market value, whichever is lower, any Subsidiary in the ordinary course of its business and covering only the property being acquired on the date of acquisitionassets so leased; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil from netting services, overdraft protection, Swap Agreements, cash management agreements and Gas Products Lien Act or any similar statute otherwise in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texasconnection with deposit, Kansas, Montana, Utah securities and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its businesscommodities accounts; and (nj) clause Liens not otherwise permitted by this Section so long as neither (ni) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of this Section 7.01 the assets subject thereto exceeds (as set forth on Schedule 1.01(eto the Borrower and all Subsidiaries) is incorporated herein by reference$5,000,000 at any one time.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except for: (a) Liens securing for taxes, assessments, charges or other governmental levies which are (i) immaterial to the Obligations pursuant to any Loan Document; Borrower and its Restricted Subsidiaries, taken as a whole, (bii) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes not yet due delinquent for more than sixty (60) days or which are (iii) being contested in good faith and by appropriate proceedings diligently conducted, if proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Restricted Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) Liens imposed by law, including, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 sixty (60) days (or, if more than sixty (60) days overdue, no action has been taken to enforce such Lien) or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, or letters of credit or guarantees issued in respect thereof, other than any Lien imposed by ERISAERISA with respect to a Single Employer Plan or Multiemployer Plan; (fd) pledges or deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, licenses, 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 letters of credit or guarantees issued in respect thereof; (ge) easements, zoning restrictions, rights-of-way, restrictions restrictions, encroachments and other similar encumbrances and title defects affecting real property whichthat, in the aggregateany such case, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Restricted Subsidiaries; (hf) Liens in existence on the Closing Date listed on Schedule 8.3 and any renewals or extensions thereof; provided that no such Lien is spread to cover any additional property after the Closing Date and the Indebtedness secured thereby is permitted by Section 8.2(d); (g) Liens securing Indebtedness permitted under of the Borrower or any Restricted Subsidiary incurred pursuant to Section 7.03(e)8.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for replacements, additions and accessions to the property that are affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (ii) individual financings or leases of equipment provided by one lender or lessor may be cross collateralized to other financings of equipment provided by such lender or lessor; (h) Liens created pursuant to the Indebtedness secured thereby does not exceed Security Documents or any other Loan Document, any Replacement Facility, Liens securing any Incremental Equivalent Debt or, so long as the cost or fair market valueSTCA Intercreditor Agreement is in effect, whichever is lower, of the property being acquired Liens on the date of acquisitionCollateral to secure Indebtedness under the Overnight Facility; (i) Liens appearing on property policies of a Person existing at the time such Person is acquired or merged into or consolidated title insurance being issued in connection with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation, (iii) are not more favorable to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000Mortgage; (j) Liens any interest or title of producers arising a lessor under any lease entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased; (k) licenses, leases or subleases granted to third parties or the Borrower or any Restricted Subsidiary in the ordinary course of business under which, individually or in the New Mexico Oil and Gas Products Lien Act aggregate, do not materially detract from the value of the Collateral or materially interfere with the ordinary course of business of the Borrower or any similar statute in any of its Restricted Subsidiaries, other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000than Immaterial Subsidiaries; (l) Liens permitted securing judgments not constituting an Event of Default under Section 7.03(j)9.1(h) or securing appeal or other surety bonds related to such judgments; (m) other Liens securing obligations the filing of UCC financing statements solely as a precautionary measure in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; andconnection with operating leases and consignment arrangements; (n) clause Liens existing on property acquired by the Borrower or any Restricted Subsidiary at the time such property is so acquired (nwhether or not the Indebtedness secured thereby shall have been assumed); provided that (i) such Lien is not created in contemplation of such acquisition, (ii) such Lien does not extend to any other property of the Borrower or any Restricted Subsidiary following such acquisition (other than the proceeds or products thereof) and (iii) the Indebtedness secured by such Liens is permitted by Section 8.2(n); (o) Liens (i) of this a collection bank arising under Section 7.01 4-210 of the UCC on items in the course of collection (or comparable foreign liens); (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 set forth on Schedule 1.01(ea matter of law encumbering deposits (including the right of set-off) is incorporated herein by reference.and which are within the general parameters customary in the banking industry; and (iv) incurred in connection with a cash management program established in the ordinary course of business;

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 (collectively, “Permitted Liens”):following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date date hereof and listed on Schedule 7.01 8.01 and any renewals or extensions thereof, provided that (i) such Lien shall not apply to any other Property of the property covered Consolidated Parties, (ii) the maximum amount secured or benefited thereby is not increased increased, and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)8.03; (c) Liens 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 conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety 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, restrictions and other similar encumbrances affecting real property Property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property 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 9.01(i); (i) Liens securing Indebtedness permitted under Section 7.03(e8.03(e) or Section 8.03(n); provided that that, (i) in the case of Liens securing Indebtedness permitted under clause (i) of Section 8.03(e) or clause (i) of Section 8.03(n), (A) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and Indebtedness, (iiB) the Indebtedness secured thereby does not not, at the time incurred, exceed the cost or fair market value, whichever is lower, of the property Property being acquired acquired, constructed or improved on the date of acquisition, construction or improvement, as applicable, and (C) such Liens attach to such Property concurrently with or within 180 days after the acquisition or completion of construction or improvement, as applicable, thereof; and (ii) in the case of Liens securing Indebtedness permitted under clause (ii) of Section 8.03(e), (A) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and the proceeds thereof generated by the sale of such Property to the applicable customer, (B) the Indebtedness secured thereby does not, at the time incurred, exceed the sale price to the customer of the Property being acquired, and (C) such Liens attach to such Property substantially concurrently with the acquisition thereof; (ij) Liens on property subleases of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party real Property and licenses of Intellectual Property granted to the extent such acquisitionother Persons, merger or consolidation is otherwise permitted hereunder; provided that such Liens in each case (i) are not created entered into in anticipation or contemplation the ordinary course of such acquisition, merger or consolidationits business, (ii) do not extend intended to property constitute a financing arrangement, and (iii) not subject interfering in any material respect with the business of any Consolidated Party; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens 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; (m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (p) Liens existing or deemed to exist in connection with any Permitted Receivables Financing, but only to the extent that any such Lien relates to the applicable Transferred Assets purported to be sold, contributed, financed or otherwise conveyed or pledged pursuant to such transaction; (q) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (r) any interest of title of a buyer in connection with, and Liens arising from Uniform Commercial Code financing statements relating to, a sale of receivables permitted by this Agreement; (s) any Lien on Property not owned by the Borrower or any Subsidiary on the Closing Date that is in existence at the time that such Property is acquired by the Borrower or any Subsidiary or at the time that the Person that owns such Property becomes a Subsidiary, provided that such Lien is not created in contemplation of, or in connection with, such acquisition or such Person becoming a Subsidiary, as the case may be; (t) Liens, leases, and grants of such acquisitionindefeasible rights of use, merger rights of use and similar rights in respect of capacity, dark fiber and similar assets of the Consolidated Parties in the ordinary course of business either existing as of the Closing Date or consolidation, as permitted pursuant to Section 8.05; and (iiiu) are not more favorable to the applicable lienholders other Liens (other than their existing Liens and (ivon Capital Stock of any Subsidiary) secure securing Indebtedness or other obligations in an aggregate principal amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or 20,000,000 at any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(j); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referenceoutstanding.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets except that the foregoing shall not prevent the Company or revenuesany Subsidiary from creating, whether now owned assuming or hereafter acquired, other than suffering to exist any of the following (collectively, “Permitted Liens”):: (a) Liens securing existing on the Obligations pursuant to any Loan DocumentEffective Date and set forth on Schedule 8.02 hereof; (b) Liens any Lien existing on property owned or leased by any Person at the Second Restatement Effective Date and listed on Schedule 7.01 and any renewals or extensions thereoftime it becomes a Subsidiary, provided that the property covered thereby is such Lien was not increased and any renewal or extension created in anticipation of the obligations secured or benefited thereby is permitted by Section 7.03(b)such person becoming a Subsidiary; (c) any Lien existing on property at the time of the acquisition thereof by the Company or any Subsidiary provided that such Lien was not created in anticipation of such acquisition; (d) Liens on property acquired, constructed or improved by the Company or any Subsidiary; provided that the Debt secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such property and such Liens do not apply to any other property of the Company or any Subsidiary; (e) Liens on receivables and the proceeds thereof securing any Permitted Receivables Securitization; (f) any Liens securing Debt of the Company owing to a Subsidiary or a Subsidiary owing to the Company or to another Subsidiary; (g) Liens for taxes taxes, assessments or governmental charges or levies not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Company or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (dh) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 60 days delinquent in accordance with their terms or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ei) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (fj) 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; (gk) easements, rights-of-way, restrictions restrictions, licenses, reservations, utility easements and other similar encumbrances affecting real property which, imposed by law or incurred in the aggregateordinary course of business that, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonCompany and its Subsidiaries, considered as a whole; (hl) any interest or title of a lessor under any lease entered into by the Company or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (m) attachment or judgment Liens in respect of judgments or decrees that have been vacated, discharged or stayed within 30 days from the entry thereof; and attachment or judgment Liens in respect of judgments or decrees that have been bonded pending appeal within 30 days from the entry thereof and which do not exceed $75,000,000 in the aggregate; (n) Liens securing Indebtedness permitted under Section 7.03(e); provided that arising from precautionary U.C.C. financing statement filings with respect to operating leases or consignment arrangements entered into by the Company or any Subsidiary in the ordinary course of business; (io) such customary Liens do not at any time encumber any property other than in favor of a banking institution arising by operation of law encumbering deposits (including the property financed right of set-off) held by such Indebtedness banking institutions incurred in the ordinary course of business and that are within the general parameters customary in the banking industry; (iip) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (a) through (o) above, so long as the Indebtedness principal amount of the Debt or other obligations secured thereby does not exceed the cost principal amount of Debt or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are not created in anticipation or contemplation of such acquisition, merger or consolidation, (ii) do not extend to property not subject to such Liens obligations so secured at the time of such acquisitionextension, merger renewal or consolidationreplacement (except that, (iiiwhere an additional principal amount of Debt is incurred to provide funds for the completion of a specific project, the additional principal amount, and any related financing costs, may be secured by the Lien as well) are not more favorable and such Lien is limited to the applicable lienholders than their existing Liens and (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000; (j) Liens of producers arising in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdiction; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount of cash, Cash Equivalents and Cash Investments same property subject to the Lien so extended, renewed or replaced (and improvements on such Liens may at no time exceed $10,000,000; (l) Liens permitted under Section 7.03(jproperty); (m) other Liens securing obligations in an aggregate amount not to exceed $25,000,000; provided that such Liens do not in the aggregate materially detract from the value of any Loan Party’s assets or materially impair the use thereof in the operation of its business; and (nq) any Lien not permitted by clauses (a) through (p) above securing Debt which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries which would otherwise be subject to the foregoing restrictions and the aggregate Value of their existing Sale and Leaseback Transactions which would be subject to the restrictions of Section 8.02 but for this clause (n) q), does not at any time exceed 5% of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by referenceConsolidated Net Tangible Assets.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Liens”):except for: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01 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 benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes or other governmental charges or levies not yet due delinquent beyond any grace period or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (ec) banker’s Liens, rights of setoff, or similar rights and remedies as to deposit or securities accounts or pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtednessfor borrowed money), government contracts, leases, statutory or regulatory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds, return of money bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, incurred in the aggregate, are not substantial in amount, and which ordinary course of business that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries; (hf) Liens in existence as of the Effective Date listed on Schedule 8.03 of the Disclosure Letter securing Indebtedness permitted by Section 8.02(d), provided that no such Lien is expanded to cover any additional property after the Effective Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness permitted under of the Borrower or any other Subsidiary incurred pursuant to Section 7.03(e); 8.02(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness or the proceeds thereof and (iiiii) the amount of Indebtedness secured thereby does is not exceed the cost or fair market value, whichever is lower, increased; (h) Liens created pursuant to any of the property being acquired on the date of acquisitionLoan Documents; (i) Liens on property of a Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder; provided that such Liens (i) are interest or title of a lessor or sublessor under any lease not created in anticipation or contemplation of such acquisition, merger or consolidationprohibited by this Agreement and covering only the assets so leased, (ii) do not extend to property not subject to such Liens at Lien or restriction that the time interest or title of such acquisitionlessor or sublessor may be subject to, merger or consolidation, (iii) are not more favorable subordination of the interest of the lessees or sublessee under such lease to any Lien or restriction referred to in the applicable lienholders than their existing Liens and preceding clause (iv) secure Indebtedness or other obligations in an aggregate amount not to exceed $25,000,000ii); (j) Liens licenses (with respect to intellectual and other property), leases or subleases granted to third parties in accordance with any applicable terms of producers arising the Security Documents and in the ordinary course of business under the New Mexico Oil and Gas Products Lien Act or any similar statute in any other jurisdiction or under section 9-319 of the UCC in effect in the States of Texas, Kansas, Montana, Utah and Wyoming or any other applicable jurisdictionbusiness; (k) Liens on cash, Cash Equivalents and Cash Investments securing Swap Contracts; provided that the aggregate amount judgments not constituting an Event of cash, Cash Equivalents and Cash Investments subject to such Liens may at no time exceed $10,000,000Default under Section 9.01(h); (l) Liens permitted under Section 7.03(j)the filing of Uniform Commercial Code financing statements solely as a precautionary measure in connection with operating leases and consignment arrangements; (m) Liens arising as a result of progress payments under government contracts to which the Borrower or one of its Subsidiaries is a party in the ordinary course of business; (n) Liens existing on property acquired by the Borrower or any Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (i) such Lien is not created in contemplation of such acquisition, (ii) such Lien does not extend to any other property of any Group Member following such acquisition and (iii) the aggregate fair market value of the property subject to such Lien (determined as of the date of such acquisition) does not exceed $20,000,000; (o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens securing obligations Indebtedness permitted by Section 8.02(m); (q) Liens described in an aggregate amount not to exceed $25,000,000Section 8.02(i)(ii); (r) refinancings, renewals and replacements of Liens permitted under this Section 8.03, provided that (i) the amount of the Indebtedness secured thereby is not increased and (ii) such Liens do not in extend to or cover any property or assets of the aggregate materially detract from the value of any Loan Party’s assets Borrower and its Subsidiaries which immediately prior to such refinancing, renewal or materially impair the use thereof in the operation of its businessreplacement were not subject to a Lien permitted hereunder; and (n) clause (n) of this Section 7.01 as set forth on Schedule 1.01(e) is incorporated herein by reference.