Common use of 2Liens Clause in Contracts

2Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Capital Stock or other securities of any person, including Ultimate Parent or any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of Ultimate Parent and the Restricted Subsidiaries existing on the date hereof and set forth in Schedule 7.2; provided that such Liens shall secure only those obligations which they secure on the date hereof other than newly created improvements thereon or proceeds from the disposition of such property and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien created under the (i) Loan Documents, (ii) the HUD Sub-Facility Credit Agreement (or any Permitted Refinancing thereof) and (iii) ABL Loan Documents (or any Permitted Refinancing thereof); provided that such Liens are subject to the terms of the Intercreditor Agreement; (c) any Lien existing on any property or asset prior to the acquisition thereof by Ultimate Parent or any Restricted Subsidiary or existing on any property or assets of any person that becomes a Restricted Subsidiary after the date hereof, in each case, prior to the time such person becomes a Restricted 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 Ultimate Parent or any Restricted Subsidiary other than newly created improvements thereon or proceeds from the disposition of such property 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 extensions, renewals and replacement of any such Liens securing Indebtedness permitted under Section 7.1(g) hereof; (d) Liens for Taxes not yet due or which are being contested in compliance with Section 6.3; (e) Liens in respect of property of Ultimate Parent or the Restricted Subsidiaries imposed by Requirements of Law, 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 and securing obligations that are not due or payable or which are being contested in compliance with Section 6.3; (f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of Ultimate Parent or any of the Restricted Subsidiaries; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Ultimate Parent or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 7.1(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property or assets of Ultimate Parent or any Restricted Subsidiary; (j) Liens securing judgments that have not resulted in an Event of Default under clause (i) of Section 8; (k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of Ultimate Parent or any Restricted Subsidiary or resulting in a material diminution in the value of any Collateral as security for the Obligations; (l) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (m) Liens arising from filing UCC financing statements relating solely to Leases not prohibited by this Agreement; (n) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of Ultimate Parent and the Restricted Subsidiaries; (o) Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in an aggregate principal amount outstanding at any time not to exceed $7,000,000; (p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 7.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 7.1(w), including (x) any Lien created under the Skilled RE Loan Documents (including junior Liens in the ABL Priority Collateral subject to the Intercreditor Agreement) and any Permitted Refinancing thereof and (y) any Lien created under the Revera Loan Documents and any Permitted Refinancing thereof; (q) pledges and deposits in the ordinary course of business and consistent with past practices 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 Ultimate Parent or any of the Restricted Subsidiaries; (r) Liens (i) of a collection 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 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; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (s) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.4 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; (t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Ultimate Parent or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Ultimate Parent and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Ultimate Parent or any of the Restricted Subsidiaries, in each case, in the ordinary course of business; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (i) Liens solely on any xxxx xxxxxxx money deposits made by Ultimate Parent or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder and (ii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements; (v) Liens in favor of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantor; (w) in the case of any joint venture, any put and call arrangements related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement; (x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(y); (y) other Liens with respect to property or assets of Ultimate Parent or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed $10,000,000; (z) Liens granted in connection with the pledge or transfer of the Capital Stock of a joint venture permitted hereunder; (aa) Liens granted to secure obligations under and in accordance with (i) the Material Master Leases; provided that such Liens are subject to the terms of the Material Master Lease Intercreditor Agreements and (ii) other facility lease agreements (other than Material Master Leases) in the ordinary course of business; and (bb) Liens on any Indebtedness permitted under Section 7.1(aa).

2Liens. CreateNot, incurand not permit any other Loan Party to, assume create or permit to exist any Lien on any property of its real or personal properties, assets or rights of whatsoever nature (including Capital Stock or other securities of any person, including Ultimate Parent or any Restricted Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired), except: (a) Liens on property for taxes or assets of Ultimate Parent other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the Restricted Subsidiaries existing on the date hereof and set forth in Schedule 7.2; provided that such Liens shall secure only those obligations with respect to which they secure on the date hereof no execution or other than newly created improvements thereon or proceeds from the disposition of such property and extensions, renewals and replacements thereof permitted hereunderenforcement has occurred; (b) any Lien created under the (i) Loan Documents, (ii) the HUD Sub-Facility Credit Agreement (or any Permitted Refinancing thereof) and (iii) ABL Loan Documents (or any Permitted Refinancing thereof); provided that such Liens are subject to the terms of the Intercreditor Agreement; (c) any Lien existing on any property or asset prior to the acquisition thereof by Ultimate Parent or any Restricted Subsidiary or existing on any property or assets of any person that becomes a Restricted Subsidiary after the date hereof, in each case, prior to the time such person becomes a Restricted 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 Ultimate Parent or any Restricted Subsidiary other than newly created improvements thereon or proceeds from the disposition of such property 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 extensions, renewals and replacement of any such Liens securing Indebtedness permitted under Section 7.1(g) hereof; (d) Liens for Taxes not yet due or which are being contested in compliance with Section 6.3; (e) Liens in respect of property of Ultimate Parent or the Restricted Subsidiaries imposed by Requirements of Law, 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 (including without limitation (i) Liens of carriers, warehousemen, mechanics, landlords and securing materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security or in connection with surety bonds, bids, tenders, performance bonds, trade contracts not for borrowed money, licenses, statutory obligations that are and similar obligations) for sums not due overdue or payable or which are being diligently contested in compliance good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with Section 6.3GAAP and with respect to which no execution or other enforcement of which is effectively stayed; (c) Liens securing the (i) Approved AR Loan Facility, or (ii) Ligand Royalty Agreement; (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring or improving such property; provided that any such Lien attaches to such property within two hundred seventy (270) days of the acquisition or improvement thereof and attaches solely to the property so acquired or improved, and (iii) the replacement, extension or renewal of a Lien permitted by one of the foregoing clauses (i) or (ii) in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof); (e) Liens relating to litigation bonds and attachments, appeal bonds, judgments and other similar Liens arising in connection with any judgment or award that is not an Event of Default hereunder; (f) pledges and deposits made in the ordinary course easements, rights of business in compliance with workmen’s compensationway, unemployment insurance and other social security laws or regulations; (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of Ultimate Parent or any of the Restricted Subsidiaries; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Ultimate Parent or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 7.1(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property or assets of Ultimate Parent or any Restricted Subsidiary; (j) Liens securing judgments that have not resulted in an Event of Default under clause (i) of Section 8; (k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of Ultimate Parent Borrower or any Restricted Subsidiary or resulting in a material diminution in the value of any Collateral as security for the Obligationsother Loan Party; (lg) Liens arising under the Loan Documents; (h) any (i) interest or title of a licensor, sublicensor, lessor or sublessor under any lease not prohibited by this Agreementlicense, (ii) Lien lease, sublicense or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (m) Liens arising from filing UCC financing statements relating solely to Leases not prohibited by this Agreement; (n) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements sublease agreement entered into in the ordinary normal course of business of Ultimate Parent and business, only to the Restricted Subsidiariesextent limited to the item licensed or leased; (o) Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in an aggregate principal amount outstanding at any time not to exceed $7,000,000; (p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 7.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 7.1(w), including (x) any Lien created under the Skilled RE Loan Documents (including junior Liens in the ABL Priority Collateral subject to the Intercreditor Agreement) and any Permitted Refinancing thereof and (y) any Lien created under the Revera Loan Documents and any Permitted Refinancing thereof; (q) pledges and deposits in the ordinary course of business and consistent with past practices 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 Ultimate Parent or any of the Restricted Subsidiaries; (r) Liens (i) i)Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection and (ii) customary set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks or which are contained in favor standard agreements for the opening of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained an account with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (sj) Liens (i) on cash advances in favor arising from precautionary filings of financing statements under the seller Uniform Commercial Code or similar legislation of any property to be acquired applicable jurisdiction in an Investment respect of operating leases permitted pursuant to Section 7.4 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; (t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Ultimate Parent or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Ultimate Parent hereunder and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Ultimate Parent or any of the Restricted Subsidiaries, in each case, by a Loan Party in the ordinary course of business; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (ik) Liens solely on any attaching to xxxx xxxxxxx money deposits made by Ultimate Parent or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder and (ii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangementsindemnification other post-closing escrows or holdbacks; (vl) Liens in favor incurred with respect to Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (m) Liens to secure obligations of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantoranother Loan Party; (wn) in the case Liens arising out of any joint ventureconditional sale, any put and call arrangements related to its Capital Stock set forth in its organizational documents or any related joint venture title retention, consignment or similar agreement; (x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(y); (y) other Liens with respect to property or assets arrangements for the sale of Ultimate Parent or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed $10,000,000; (z) Liens granted in connection with the pledge or transfer of the Capital Stock of a joint venture permitted hereunder; (aa) Liens granted to secure obligations under and in accordance with (i) the Material Master Leases; provided that such Liens are subject to the terms of the Material Master Lease Intercreditor Agreements and (ii) other facility lease agreements (other than Material Master Leases) goods in the ordinary course of business; (o) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums; and (bbp) Liens on any Indebtedness permitted under Section 7.1(aa)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.

2Liens. CreateNot, incurand not permit any other Loan Party to, assume create or permit to exist any Lien on any property of its real or personal properties, assets or rights of whatsoever nature (including Capital Stock or other securities of any person, including Ultimate Parent or any Restricted Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired), except: (a) Liens on property for taxes or assets of Ultimate Parent other governmental charges not at the time delinquent or thereafter payable without penalty, or being diligently contested in good faith by appropriate proceedings and the Restricted Subsidiaries existing on the date hereof and set forth for which it maintains adequate reserves in Schedule 7.2; provided that such Liens shall secure only those obligations which they secure on the date hereof other than newly created improvements thereon or proceeds from the disposition of such property and extensions, renewals and replacements thereof permitted hereunderaccordance with GAAP; (b) any Lien created under the (i) Loan Documents, (ii) the HUD Sub-Facility Credit Agreement (or any Permitted Refinancing thereof) and (iii) ABL Loan Documents (or any Permitted Refinancing thereof); provided that such Liens are subject to the terms of the Intercreditor Agreement; (c) any Lien existing on any property or asset prior to the acquisition thereof by Ultimate Parent or any Restricted Subsidiary or existing on any property or assets of any person that becomes a Restricted Subsidiary after the date hereof, in each case, prior to the time such person becomes a Restricted 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 Ultimate Parent or any Restricted Subsidiary other than newly created improvements thereon or proceeds from the disposition of such property 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 extensions, renewals and replacement of any such Liens securing Indebtedness permitted under Section 7.1(g) hereof; (d) Liens for Taxes not yet due or which are being contested in compliance with Section 6.3; (e) Liens in respect of property of Ultimate Parent or the Restricted Subsidiaries imposed by Requirements of Law, 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 (including without limitation (i) Liens of carriers, warehousemen, mechanics, landlords and securing obligations that are not due or payable or which are being contested materialmen and other similar Liens imposed by law and (ii) Liens incurred in compliance connection with Section 6.3; (f) pledges and deposits made in the ordinary course of business in compliance with workmenworker’s compensation, unemployment insurance compensation and other types of social security laws or regulations; (g) deposits to secure the in connection with surety bonds, bids, tenders, performance of bidsbonds, trade contracts (other than not for Indebtedness)borrowed money, leases (other than Capital Lease Obligations)licenses, statutory obligations and similar obligations, surety ) for sums not overdue or being diligently contested in good faith by appropriate proceedings and appeal bonds, performance bonds and other obligations not involving any deposits or advances or borrowed money or the deferred purchase price of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichor services and, in the aggregateeach case, are not substantial for which it maintains adequate reserves in amount accordance with GAAP and do not materially detract from the value with respect to which no execution or other enforcement of the property subject thereto or interfere with the ordinary conduct of the business of Ultimate Parent or any of the Restricted Subsidiarieswhich is effectively stayed; (i) purchase money security interests Liens arising in real property, improvements thereto or equipment hereafter acquired connection with Capital Leases (or, in and attaching only to the case of improvements, constructed) by Ultimate Parent or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 7.1(dproperty being leased and the proceeds thereof), (ii) Liens on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring or improving such security interests are incurred, property; provided that any such Lien attaches to such property within ninety (90) days of the acquisition or improvement thereof and attaches solely to the property so acquired or improved and the Indebtedness secured thereby is createdproceeds thereof, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property the replacement, extension or assets renewal of Ultimate Parent a Lien permitted by one of the foregoing clauses (i) or any Restricted Subsidiary(ii) in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof); (jd) Liens securing relating to litigation bonds and attachments, appeal bonds, judgments and other similar Liens arising in connection with any judgment or award that have is not resulted in an Event of Default under clause (i) of Section 8hereunder; (ke) licenses (with respect to Intellectual Property easements, rights of way, restrictions, minor defects or irregularities in title and other property), leases or subleases granted to third parties similar Liens not interfering in any material respect with the ordinary conduct of the business of Ultimate Parent Borrower or any Restricted Subsidiary or resulting in a material diminution in the value of any Collateral as security for the Obligationsother Loan Party; (lf) Liens arising under the Loan Documents; (g) any (i) interest or title of a licensor, sublicensor, lessor or sublessor under any lease not prohibited by this Agreementlicense, (ii) Lien lease, sublicense or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (m) Liens arising from filing UCC financing statements relating solely to Leases not prohibited by this Agreement; (n) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements sublease agreement entered into in the ordinary normal course of business of Ultimate Parent and business, only to the Restricted Subsidiariesextent limited to the item licensed or leased; (oh) Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in an aggregate principal amount outstanding at any time not to exceed $7,000,000; (p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 7.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 7.1(w), including (x) any Lien created under the Skilled RE Loan Documents (including junior Liens in the ABL Priority Collateral subject to the Intercreditor Agreement) and any Permitted Refinancing thereof and (y) any Lien created under the Revera Loan Documents and any Permitted Refinancing thereof; (q) pledges and deposits in the ordinary course of business and consistent with past practices 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 Ultimate Parent or any of the Restricted Subsidiaries; (r) Liens (i) i)Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection and (ii) customary set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks or which are contained in favor standard agreements for the opening of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds maintained an account with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (si) Liens (i) on cash advances in favor arising from precautionary filings of financing statements under the seller Uniform Commercial Code or similar legislation of any property to be acquired applicable jurisdiction in an Investment respect of operating leases permitted pursuant to Section 7.4 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; (t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Ultimate Parent or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Ultimate Parent hereunder and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Ultimate Parent or any of the Restricted Subsidiaries, in each case, by a Loan Party in the ordinary course of business; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (ij) Liens solely on any attaching to xxxx xxxxxxx money deposits made by Ultimate Parent or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder and (ii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangementsindemnification other post-closing escrows or holdbacks; (vk) Liens in favor incurred with respect to Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (l) Liens to secure obligations of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantoranother Loan Party; (wm) in the case Liens arising out of any joint ventureconditional sale, any put and call arrangements related to its Capital Stock set forth in its organizational documents or any related joint venture title retention, consignment or similar agreement; (x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(y); (y) other Liens with respect to property or assets arrangements for the sale of Ultimate Parent or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed $10,000,000; (z) Liens granted in connection with the pledge or transfer of the Capital Stock of a joint venture permitted hereunder; (aa) Liens granted to secure obligations under and in accordance with (i) the Material Master Leases; provided that such Liens are subject to the terms of the Material Master Lease Intercreditor Agreements and (ii) other facility lease agreements (other than Material Master Leases) goods in the ordinary course of business; (n) Licenses permitted by Section 7.4(c); (o) Liens on insurance proceeds securing the payment of financed insurance premiums that are promptly paid on or before the date they become due (provided that such Liens extend only to such insurance proceeds and not to any other property or assets); (p) Utility, lease, contract and similar deposits in the ordinary course of business; (q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on or before the date they become due; (r) Liens on Subordinated Debt to the extent permitted by the Subordination Agreement applicable thereto; and (bbs) Liens existing on any Indebtedness permitted under Section 7.1(aa)the Closing Date and set forth on Schedule 7.2.

2Liens. CreateNot, incurand not permit any other Loan Party to, assume create or permit to exist any Lien on any property of its real or personal properties, assets or rights of whatsoever nature (including Capital Stock or other securities of any person, including Ultimate Parent or any Restricted Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired), except: (a) Liens on property for taxes or assets of Ultimate Parent other governmental charges (i) that are not at the time delinquent or thereafter payable without penalty or (ii) that are being diligently contested in good faith by appropriate proceedings, in each case, for which it maintains adequate reserves in accordance with GAAP and the Restricted Subsidiaries existing on the date hereof and set forth in Schedule 7.2; provided that such Liens shall secure only those obligations execution or other enforcement of which they secure on the date hereof other than newly created improvements thereon or proceeds from the disposition of such property and extensions, renewals and replacements thereof permitted hereunderis effectively stayed; (b) any Lien created under the (i) Loan Documents, (ii) the HUD Sub-Facility Credit Agreement (or any Permitted Refinancing thereof) and (iii) ABL Loan Documents (or any Permitted Refinancing thereof); provided that such Liens are subject to the terms of the Intercreditor Agreement; (c) any Lien existing on any property or asset prior to the acquisition thereof by Ultimate Parent or any Restricted Subsidiary or existing on any property or assets of any person that becomes a Restricted Subsidiary after the date hereof, in each case, prior to the time such person becomes a Restricted 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 Ultimate Parent or any Restricted Subsidiary other than newly created improvements thereon or proceeds from the disposition of such property 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 extensions, renewals and replacement of any such Liens securing Indebtedness permitted under Section 7.1(g) hereof; (d) Liens for Taxes not yet due or which are being contested in compliance with Section 6.3; (e) Liens in respect of property of Ultimate Parent or the Restricted Subsidiaries imposed by Requirements of Law, 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 (such as (i) Liens of carriers, warehousemen, mechanics and securing obligations that are materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not due overdue or payable being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; ​ ​ (c) Liens described on Schedule 11.2 as of the Closing Date and replacements thereof in connection with any extension, renewal or refinancing pursuant to Section 11.1(f); (d) subject to the limitation set forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party (and not created in contemplation of such acquisition) and (iii) Liens on equipment or real property; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $3,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in compliance with Section 6.3good faith and by appropriate proceedings; (f) pledges and deposits made in the ordinary course easements, rights of business in compliance with workmen’s compensationway, unemployment insurance and other social security laws or regulations; (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of Ultimate Parent or any of the Restricted Subsidiaries; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Ultimate Parent or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 7.1(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property or assets of Ultimate Parent or any Restricted Subsidiary; (j) Liens securing judgments that have not resulted in an Event of Default under clause (i) of Section 8; (k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of Ultimate Parent or any Restricted Subsidiary or resulting in a material diminution in the value of any Collateral as security for the ObligationsLoan Party; (l) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (mg) Liens arising from filing UCC financing statements relating solely to Leases not prohibited by this Agreement; (n) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of Ultimate Parent and the Restricted Subsidiaries; (o) Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in an aggregate principal amount outstanding at any time not to exceed $7,000,000; (p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 7.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 7.1(w), including (x) any Lien created under the Skilled RE Loan Documents (including junior Liens in the ABL Priority Collateral subject to the Intercreditor Agreement) and any Permitted Refinancing thereof and (y) any Lien created under the Revera Loan Documents and any Permitted Refinancing thereof; (q) pledges and deposits in the ordinary course of business and consistent with past practices 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 Ultimate Parent or any of the Restricted Subsidiaries; (r) Liens (i) of a collection 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 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; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (s) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.4 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; (t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Ultimate Parent or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Ultimate Parent and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Ultimate Parent or any of the Restricted Subsidiaries, in each case, in the ordinary course of business; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (i) Liens solely on any xxxx xxxxxxx money deposits made by Ultimate Parent or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder and (ii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements; (v) Liens in favor of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantor; (w) in the case of any joint venture, any put and call arrangements related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement; (x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(y); (y) other Liens with respect to property or assets of Ultimate Parent or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed $10,000,000; (z) Liens granted in connection with the pledge or transfer of the Capital Stock of a joint venture permitted hereunder; (aa) Liens granted to secure obligations under and in accordance with (i) the Material Master Leases; provided that such Liens are subject to the terms of the Material Master Lease Intercreditor Agreements and (ii) other facility lease agreements (other than Material Master Leases) in the ordinary course of businessDocuments; and (bbh) Liens on any Indebtedness permitted securing Debt of a Receivables Subsidiary under Section 7.1(aa)a Permitted Securitization.

2Liens. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or assets asset of any kind (including Capital Stock any document or other securities instrument in respect of goods or accounts receivable) of any person, including Ultimate Parent Credit Party or any Restricted Subsidiary) of its Subsidiaries, whether now owned or ​ ​ ​ hereafter acquired by it acquired, created or on licensed or any income income, profits or revenues royalties therefrom, or rights file or permit the filing of, or permit to remain in respect effect, any financing statement or other similar notice of any thereofLien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: (a) Liens on property or assets in favor of Ultimate Parent and the Restricted Subsidiaries existing on Collateral Agent for the date hereof and set forth in Schedule 7.2; provided that such Liens shall secure only those obligations which they secure on benefit of the date hereof other than newly created improvements thereon or proceeds from holders of the disposition of such property and extensions, renewals and replacements thereof permitted hereunderObligations granted pursuant to any Credit Document; (b) any Lien created under the (i) Loan Documents, (ii) the HUD Sub-Facility Credit Agreement (or any Permitted Refinancing thereof) and (iii) ABL Loan Documents (or any Permitted Refinancing thereof); provided that such Liens are subject to the terms of the Intercreditor Agreement; (c) any Lien existing on any property or asset prior to the acquisition thereof by Ultimate Parent or any Restricted Subsidiary or existing on any property or assets of any person that becomes a Restricted Subsidiary after the date hereof, in each case, prior to the time such person becomes a Restricted 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 Ultimate Parent or any Restricted Subsidiary other than newly created improvements thereon or proceeds from the disposition of such property 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 extensions, renewals and replacement of any such Liens securing Indebtedness permitted under Section 7.1(g) hereof; (d) Liens for Taxes not yet due or which for Taxes if obligations with respect to such Taxes are being contested in compliance with Section 6.3good faith by appropriate proceedings promptly instituted and diligently conducted; (ec) statutory Liens in respect of property of Ultimate Parent or the Restricted Subsidiaries landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by Requirements law (other than any such Lien imposed pursuant to Section 430(k) of Lawthe Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), which were in each case incurred in the ordinary course of business and do (i) for amounts not secure Indebtedness yet overdue, or (ii) for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations amounts that are not due or payable or which overdue and that are being contested in compliance with Section 6.3good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (fd) pledges and deposits made Liens incurred in the ordinary course of business in compliance connection with workmen’s (i) workers’ compensation, unemployment insurance and other types of social security laws security, or regulations; (gii) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations)tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of a like nature incurred obligations for the payment of borrowed money or other Indebtedness), in each case, so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the ordinary course of businessCollateral on account thereof; (he) zoning restrictions, easements, rights-of-way, restrictions on use of real property restrictions, encroachments, and other similar encumbrances incurred minor defects or irregularities in the ordinary course of business whichtitle, in the aggregate, are not substantial in amount and each case which do not materially detract from the value of the property subject thereto or and will not interfere with the ordinary conduct of the business of Ultimate Parent or any of the Restricted Subsidiaries; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Ultimate Parent or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 7.1(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property or assets of Ultimate Parent or any Restricted Subsidiary; (j) Liens securing judgments that have not resulted in an Event of Default under clause (i) of Section 8; (k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of Ultimate Parent any Credit Party or any Restricted Subsidiary or resulting of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in a material diminution in favor of the value of Collateral Agent with respect to any Collateral as security for the ObligationsReal Estate Asset; (lf) any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such leasereal estate permitted hereunder; (m) Liens arising from filing UCC financing statements relating solely to Leases not prohibited by this Agreement; (n) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of Ultimate Parent and the Restricted Subsidiaries; (o) Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in an aggregate principal amount outstanding at any time not to exceed $7,000,000; (p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 7.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 7.1(w), including (x) any Lien created under the Skilled RE Loan Documents (including junior Liens in the ABL Priority Collateral subject to the Intercreditor Agreement) and any Permitted Refinancing thereof and (y) any Lien created under the Revera Loan Documents and any Permitted Refinancing thereof; (q) pledges and deposits in the ordinary course of business and consistent with past practices 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 Ultimate Parent or any of the Restricted Subsidiaries; (r) Liens (i) of a collection 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 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; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (s) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.4 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; (t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Ultimate Parent or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Ultimate Parent and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Ultimate Parent or any of the Restricted Subsidiaries, in each case, in the ordinary course of business; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (ig) Liens solely on any xxxx xxxxxxx money deposits made by Ultimate Parent any Credit Party or any of the Restricted its Subsidiaries in connection with any letter of intent intent, or purchase agreement permitted hereunder and (ii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements; (v) Liens in favor of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantor; (w) in the case of any joint venture, any put and call arrangements related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement; (x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(y); (y) other Liens with respect to property or assets of Ultimate Parent or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed $10,000,000; (z) Liens granted in connection with the pledge or transfer of the Capital Stock of a joint venture permitted hereunder; (aah) purported Liens granted evidenced by the filing of precautionary UCC financing statements relating solely to secure obligations under and in accordance with (i) the Material Master Leases; provided that such Liens are subject to the terms operating leases of the Material Master Lease Intercreditor Agreements and (ii) other facility lease agreements (other than Material Master Leases) personal property entered into in the ordinary course of business; ​ ​ (i) 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; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) licenses of patents, trademarks and other intellectual property rights granted by any Credit Party 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 such Credit Party or such Subsidiary; (l) Liens existing as of the Closing Date and described in Schedule 8.2; (m) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (n) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (o) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (p) licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business; (q) Liens in favor of collecting banks under Section 4-210 of the UCC; (r) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (s) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstanding; and (bbu) Liens on any Indebtedness permitted the interest of the shipyard in vessels being built for or retrofitted for the Borrower or its Subsidiaries during the period prior to delivery of the vessel(s) under Section 7.1(aa)the applicable contract.

2Liens. CreateEach of the Loan Parties shall not, and shall not permit any other Loan Party or any of its non-domestic Subsidiaries to, at any time create, incur, assume or permit suffer to exist any Lien on any of its property or assets (including Capital Stock assets, tangible or other securities of any personintangible, including Ultimate Parent or any Restricted Subsidiary) now owned or hereafter acquired by it acquired, or on any income agree or revenues or rights in respect of any thereofbecome liable to do so, except: (ai) Liens on property for taxes or assets of Ultimate Parent and other governmental charges not at the Restricted Subsidiaries existing on the date hereof and set forth time delinquent or thereafter payable without penalty or being contested in Schedule 7.2; provided that such Liens shall secure only those obligations which they secure on the date hereof other than newly created improvements thereon or proceeds from the disposition of such property and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien created under the (i) Loan Documents, (ii) the HUD Sub-Facility Credit Agreement (or any Permitted Refinancing thereof) and (iii) ABL Loan Documents (or any Permitted Refinancing thereof); provided that such Liens are subject to the terms of the Intercreditor Agreement; (c) any Lien existing on any property or asset prior to the acquisition thereof good faith by Ultimate Parent or any Restricted Subsidiary or existing on any property or assets of any person that becomes a Restricted Subsidiary after the date hereofappropriate proceedings and, in each case, prior to the time such person becomes a Restricted 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, for which it maintains adequate reserves; (ii) such Lien does not apply to any other property or assets of Ultimate Parent or any Restricted Subsidiary other than newly created improvements thereon or proceeds from the disposition of such property 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 extensions, renewals and replacement of any such Liens securing Indebtedness permitted under Section 7.1(g) hereof; (d) Liens for Taxes not yet due or which are being contested in compliance with Section 6.3; (e) Liens in respect of property of Ultimate Parent or the Restricted Subsidiaries imposed by Requirements of Law, 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 (including (i) Liens of carriers, warehousemen, mechanics and securing obligations that are materialmen and other similar Liens imposed by Law, (ii) Liens in the form of deposits or pledges incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not due overdue or payable or which are being contested in compliance good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves, and (iii) in relation to WABTEC UA (and any other Borrower organized under the laws of the Netherlands), any Lien which arises under the general banking conditions of a bank in the Netherlands with Section 6.3which such Borrower holds an account; (fiii) pledges Liens arising under the Loan Documents from time to time; (iv) subject to the limitation set forth in Section 8.2.1(ii), (i) Liens arising in connection with Capital Leases (and deposits made attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party or any non-domestic Subsidiary of a Loan Party (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired; (v) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $25,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (vi) Liens on contracts entered into with its customers by a Loan Party or any non-domestic Subsidiary of a Loan Party and the assets related thereto to secure the obligations of the Loan Party or the non-domestic Subsidiary of a Loan Party in respect of such contracts or in respect of surety bonds, performance bonds, bid bonds, or similar obligations arising in the ordinary course of business issued on its behalf, in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulationseach case to assure performance of such contracts; (gvii) deposits to secure the performance easements, rights of bidsway, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of Ultimate Parent or any of the Restricted Subsidiaries; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Ultimate Parent or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 7.1(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction) and (iii) such security interests do not apply to any other Property or assets of Ultimate Parent or any Restricted Subsidiary; (j) Liens securing judgments that have not resulted in an Event of Default under clause (i) of Section 8; (k) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of Ultimate Parent or any Restricted Subsidiary or resulting in a material diminution in the value of any Collateral as security for the ObligationsLoan Party; (lviii) any (i) interest or title of a lessor or sublessor Liens arising under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such leaseSecuritizations; (m) Liens arising from filing UCC financing statements relating solely to Leases not prohibited by this Agreement; (nix) Liens securing obligations the payment or performance of the Indebtedness permitted pursuant to clause (other than obligations representing Indebtedness for borrowed moneyiv) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of Ultimate Parent and the Restricted Subsidiaries;Section 8.2.1; and (ox) other Liens on the property subject to any Sale and Lease-Back Transactions, securing obligations thereunder in payment of an aggregate principal amount outstanding at any time of Indebtedness not to exceed $7,000,000; (p) Liens incurred in connection with (i) Capital Lease Obligations securing obligations permitted to be incurred pursuant to Section 7.1(e) and (ii) Real Property Financing Obligations permitted to be incurred pursuant to Section 7.1(w), including (x) any Lien created under the Skilled RE Loan Documents (including junior Liens in the ABL Priority Collateral subject to the Intercreditor Agreement) and any Permitted Refinancing thereof and (y) any Lien created under the Revera Loan Documents and any Permitted Refinancing thereof; (q) pledges and deposits in the ordinary course of business and consistent with past practices 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 Ultimate Parent or any of the Restricted Subsidiaries; (r) Liens (i) of a collection 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 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; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (s) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.4 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; (t) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Ultimate Parent or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Ultimate Parent and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Ultimate Parent or any of the Restricted Subsidiaries, in each case, in the ordinary course of business; provided that, to the extent that such collection bank, banking or other financial institution has executed and delivered a control agreement, such Lien will be subordinated or waived to the extent set forth in such control agreement; (i) Liens solely on any xxxx xxxxxxx money deposits made by Ultimate Parent or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder and (ii) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods and similar arrangements; (v) Liens in favor of a Loan Party on assets of a Subsidiary that is not required to be a Subsidiary Guarantor; (w) in the case of any joint venture, any put and call arrangements related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement; (x) Liens incurred in connection with Indebtedness permitted to be incurred pursuant to Section 7.1(y); (y) other Liens with respect to property or assets of Ultimate Parent or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed $10,000,000; (z) Liens granted in connection with the pledge or transfer of the Capital Stock of a joint venture permitted hereunder; (aa) Liens granted to secure obligations under and in accordance with (i) the Material Master Leases; provided that such Liens are subject to the terms of the Material Master Lease Intercreditor Agreements and (ii) other facility lease agreements (other than Material Master Leases) in the ordinary course of business; and (bb) Liens on any Indebtedness permitted under Section 7.1(aa)50,000,000.