Common use of Liens, Etc Clause in Contracts

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incurassume, assume incur or suffer to exist, or permit any of its Subsidiaries to create, incurassume, assume incur or suffer to exist, any Lien on or with in respect to of any of its assets of any character (includingproperty, without limitation, accounts) whether now owned or hereafter acquired, or sign assign or file or suffer to existotherwise convey, or permit any of its Subsidiaries such Subsidiary to sign assign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to existotherwise convey, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, exceptin each case to secure or provide for the payment of any Debt of any Person, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiariesexcept that: (i) Liens created under the Loan DocumentsTWC and its Non-Borrowing Subsidiaries which are not Subsidiaries of any other Borrower may create, incur, assume or suffer to exist Permitted TWC Liens; (ii) WHD and its Non-Borrowing Subsidiaries which are not Subsidiaries of any other Borrower (other than TWC) may create, incur, assume or suffer to exist Permitted WHD Liens; (iii) Liens described on Schedule 4.01(o) heretoNWP and its Non-Borrowing Subsidiaries may create, incur, assume or suffer to exist Permitted NWP Liens; (iv) purchase money Liens upon TGPL and its Non-Borrowing Subsidiaries may create, incur, assume or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business suffer to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such exist Permitted TGPL Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)TGT and its Non-Borrowing Subsidiaries may create, provided that no such Lien shall extend incur, assume or suffer to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases;exist Permitted TGT Liens; and (vi) Liens on property of a Person existing at the time such Person is acquired byWPL and its Non-Borrowing Subsidiaries may create, merged into incur, assume or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend suffer to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;exist Permitted WPL Liens. (vii) Liens securing WilTel and its Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacementBorrowing Subsidiaries may create, extension incur, assume or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing suffer to exist Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeWilTel Liens.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) hereto; (iv) purchase money Liens arising from financings upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount be permitted under Section 5.02(b)(iii)(A5.02(b)(iii)(B); (v) Liens arising on or with respect to the Equity Interests or assets of a newly-formed or newly-acquired Subsidiary granted in connection with Capitalized Leases financing the formation of, or the acquisition of all of the Equity Interests or all or substantially all of the assets of, such Person, as contemplated in Section 5.02(f)(vii); and (vi) Liens not otherwise permitted under this Section 5.02(b)(iii)(B5.02(a), ; provided that no (A) such Lien Liens shall not extend to or cover any Unencumbered Assets or assets other than Collateral and (B) the book value of the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 exceed, in the aggregate outstanding at any one timeaggregate, 15% of the book value of the Borrower’s Consolidated property, plant and equipment, in each case as such book value is determined in accordance with GAAP.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, including accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party BMCA or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan DocumentsDocuments and Liens securing the Term Loan Facility (and the other Obligations referred to therein entitled to share in the collateral therefor), the Bridge Loan Facility, the Existing Indentures and the Senior Notes; (ii) Permitted Liens; (iii) (A) Liens existing on the date hereof and described on Schedule 4.01(o4.01(p) hereto, (B) after the consummation of the Merger, cash collateral to secure any outstanding Elk Letters of Credit and (C) on or after the Closing Date, the Liens listed on Schedule 5.02(a)(iii) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party BMCA or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, in each case, to the extent permitted under Section 5.02(b)(iii)(B)(I); provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(B)(II); provided, provided however, that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; and provided, further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (v) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (vi) Liens on property of a Person existing at fixed assets to secure Debt permitted under Section 5.02(b)(iii)(B)(III); provided, however, that the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those aggregate principal amount of the Person so merged into or consolidated Debt secured by Liens permitted by this clause (vi) shall not exceed the amount permitted with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiaryrespect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (vii) Liens securing Nonarising in connection with sale-Recourse Debt leaseback transactions permitted under Section 5.02(b)(iii)(E5.02(b)(iii)(B)(IV); provided, however, that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such sale-leaseback transactions; and provided, further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (vii) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (viii) Liens to secure Debt permitted under Section 5.02(b)(iii)(J); (ix) the replacement, extension or renewal of any Lien permitted by clauses (iii) through (vii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby; provided, however, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (ix) (excluding the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in above) shall not exceed the same property theretofore subject applicable amount permitted with respect thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); 5.02(b)(iii)(B) or (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(viE), which Liens do not affect as the case may be, at any direct or indirect ownership interest in any Unencumbered Assettime outstanding; and (x) Liens securing Debt of arising in connection with operating leases to the Borrower and its Subsidiaries not expressly extent such operating leases are otherwise permitted by clauses (i) through (viii) abovehereunder; provided, provided however, that no such Liens do not affect Lien shall extend to or cover any Unencumbered Asset and Collateral or assets other than the amount of Debt secured by assets subject to such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeoperating leases.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code UCC of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (ii) other Liens incurred in the ordinary course of business securing obligations in an amount not to exceed $25,000,000; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(t) hereto; (iv) purchase money non-recourse Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness non-recourse, tax-exempt Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Capital Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(G), ; provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Capital Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection the amount or change in any direct or contingent obligor) of the Debt secured thereby; (vii) Liens on personal property leased under leases (including synthetic leases) entered into by the Borrower which are accounted for as operating leases in accordance with any Refinancing Debt permitted GAAP to the extent not prohibited under Section 5.02(b)(iii)(C5.02(h); (viii) easements, exceptions or reservations in any property of the Borrower or any Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (ix) Liens on documents of title and the property covered thereby securing Permitted Recourse Debt permitted obligations in respect of letters of credit to the extent not prohibited under Section 5.02(b)(vi5.02(b), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and; (x) Liens securing Debt on property or assets of the Borrower and or any of its Subsidiaries securing Debt owing to the Borrower or to a Wholly Owned Subsidiary in an aggregate principal amount not expressly permitted by clauses (i) through (viii) above, to exceed $10,000,000; provided that no promissory note evidencing such intercompany Debt shall be pledged to any other Person as security for any Debt or any other obligation of the Borrower or such Subsidiary; (xi) any Lien arising out of the L/C Cash Deposit Accounts under this Agreement or any other Liens arising under substantially similar letter of credit cash deposit account arrangements, it being understood that any such cash deposit account is used to support then outstanding Letters of Credit and is not required to be funded or otherwise utilized to support the renewal of existing Letters of Credit or the issuance of new Letters of Credit; (xii) assignments of the right to receive income or Liens that arise in connection with receivables securitization programs described, and in an aggregate principal amount not to exceed the amount specified therefor, in Section 5.02(b)(iii)(H) at any time outstanding; (xiii) Liens created pursuant to the Collateral Documents to secure the Obligations; (A) Liens on the Collateral securing the Senior Notes or Permitted Junior Refinancing Debt, so long as such Liens do not affect are subject to the terms of the Amended Intercreditor Agreement (or in the case of any Unencumbered Asset Permitted Junior Refinancing Debt, the Second Lien Intercreditor Agreement) and (B) Liens on the amount of Debt secured by Collateral securing Indebtedness permitted pursuant to Section 5.02(b)(i)(D)(ii), so long as such Liens shall not exceed $5,000,000 are subject to the terms of the Second Lien Intercreditor Agreement; (xv) protective UCC filings with respect to personal property leased by, or consigned to, any Loan Party; and (xvi) normal and customary rights of setoff upon deposits of cash in the aggregate outstanding at any one timefavor of banks and other depository institutions.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, including accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party BMCA or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan DocumentsDocuments and Liens securing the Revolving Credit Facility (and the other Obligations referred to therein entitled to share in the collateral therefor), the Bridge Loan Facility, the Existing Indentures and the Senior Notes; (ii) Permitted Liens; (iii) (A) Liens existing on the date hereof and described on Schedule 4.01(o4.01(p) hereto, (B) after the consummation of the Merger, cash collateral to secure any outstanding Elk Letters of Credit and (C) on or after the Closing Date, the Liens listed on Schedule 5.02(a)(iii) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party BMCA or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, in each case, to the extent permitted under Section 5.02(b)(iii)(B)(I); provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(B)(II); provided, provided however, that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; and provided, further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (v) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (vi) Liens on property of a Person existing at the time arising in connection with sale-leaseback transactions permitted under Section 5.02(b)(iii)(B)(III); provided, however, that no such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not Lien shall extend to or cover any Collateral or assets other than those the assets subject to such sale-leaseback transactions; and provided, further that the aggregate principal amount of the Person so merged into or consolidated Debt secured by Liens permitted by this clause (vii) shall not exceed the amount permitted with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiaryrespect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (vii) Liens securing Non-Recourse to secure Debt permitted under Section 5.02(b)(iii)(E5.02(b)(iii)(J); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (vii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection the amount or change in any direct or contingent obligor) of the Debt secured thereby; provided, however, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (viii) (excluding the replacement, extension or renewal of any Lien permitted by clause (iii) above) shall not exceed the applicable amount permitted with any Refinancing Debt permitted respect thereto under Section 5.02(b)(iii)(C5.02(b)(iii)(B) or (E);, as the case may be, at any time outstanding; and (ix) Liens securing Permitted Recourse Debt arising in connection with operating leases to the extent such operating leases are otherwise permitted under Section 5.02(b)(vi)hereunder; provided, which Liens do not affect however, that no such Lien shall extend to or cover any direct Collateral or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of assets other than the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that assets subject to such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeoperating leases.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan DocumentsDocuments (including, but not limited to, Liens securing the New Term Facilities and the New Revolving Facility); (ii) Permitted Liens; (iii) Liens existing on the Restatement Effective Date and described on Schedule 4.01(o4.01(s) hereto; (iv) Liens arising in connection with Capitalized Leases and purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; , provided, however, that such Liens are granted not later than 270 days after the date such property is acquired, no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved (or, in the case of a Capitalized Lease, the assets subject to such Capitalized Lease), and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(ii) at any time outstanding; (v) other Liens arising securing Debt and other obligations in connection with Capitalized Leases permitted under an amount not to exceed at any time outstanding the greater of (x) $12,500,000 and (y) 1.00% of the Consolidated Total Assets of the Parent as of the end of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.02(b)(iii)(B5.03(b)(iii) or (c)(ii), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time so long as no Default has occurred and is continuing or would result from such Person is acquired byreplacement, merged into extension or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Partyrenewal, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with the amount or change in any Refinancing direct or contingent obligor) of the Debt secured thereby, in each case subject to any restrictions specified in such clauses; (vii) CoBank, ACB’s statutory Lien on the Permitted CoBank Investment; (viii) Liens on cash collateral securing any obligations in respect of letters of credit permitted under by Section 5.02(b)(iii)(C5.02(b)(xii) or (xiv); (ix) Liens securing Permitted Recourse Additional Secured Debt permitted under by Section 5.02(b)(vi)5.02(b)(viii) and permitted guarantees by the Loan Parties thereof, which Liens do not affect shall, in the case of any direct or indirect ownership interest such Debt that is secured by the Collateral on a pari passu basis with the Obligations under the Loan Documents, be subject to the Pari Passu Intercreditor Agreement and, in the case of any Unencumbered Asset; andDebt that is secured by the Collateral on a second lien basis with the Obligations under the Loan Documents, be subject to the Second Lien Intercreditor Agreement; (x) Liens securing Debt in favor of RUS pursuant to the Wireless RUS Grant and Security Agreement; (xi) Liens in favor of a Government Grant Authority pursuant to an Other Governmental Grant and Security Agreement to secure performance obligations of the Borrower and or any of its Subsidiaries not expressly thereunder on (1) certain fixed assets acquired or constructed by the Borrower or any of its Subsidiaries pursuant to and using funds received from a Government Grant Program and securing the Borrower’s or such Subsidiary’s performance obligations thereunder, (2) Government Deposit Accounts and the funds permitted to be deposited therein pursuant to the definition thereof and/or (3) other assets that are acquired or constructed by clauses (i) through (viii) abovethe Borrower or such Subsidiary in connection with, and as part of the project being developed with funds received under, such Government Grant Program; provided that such Liens do the assets described in sub-clause (3) for all Government Grant Programs taken together shall not affect any Unencumbered Asset and have a fair value, when taken together with the amount of all Matching Funds on deposit in all Government Deposit Accounts, of more than $25,000,000; (xii) Liens on assets that may be deemed to exist by reason of contractual provisions that restrict the ability of the Borrower or any of its Subsidiaries from granting or permitting to exist Liens on such assets to the extent such restrictions are permitted by Section 5.02(k) and (m); (xiii) Liens in favor of the trustee under any indenture (as provided for therein) or administrative agent under any credit agreement (as provided for therein) on money or property held or collected by the trustee or administrative agent thereunder in its capacity as such in connection with the defeasance or discharge of Debt secured thereunder, so long as the payment of such money or property to such trustee or administrative agent would be permitted by such the Loan Documents; and (xiv) Liens shall not exceed $5,000,000 on Collateral securing Credit Agreement Refinancing Debt which constitutes Permitted Pari Passu Refinancing Debt or Permitted Second Lien Refinancing Debt and any Permitted Refinancing in respect thereof, which shall, in the aggregate outstanding at case of Permitted Pari Passu Refinancing Debt and any one timePermitted Refinancing in respect thereof, be subject to the Pari Passu Intercreditor Agreement, and, in the case of Permitted Second Lien Refinancing Debt and any Permitted Refinancing in respect thereof, be subject to the Second Lien Intercreditor Agreement.

Liens, Etc. Create, incur, assume Create or suffer to exist, or permit any of its Subsidiaries to create, incur, assume create or suffer to exist, any Lien on or with respect to any of its assets of properties, or assign any character (includingright to receive income, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiariesthan: (i) Liens created under the Loan Documents;Permitted Liens, (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in any real property or equipment acquired or held by such Loan Party the Company or any Subsidiary of its Subsidiaries the Company in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such property or equipment to be subject to such Liens(including capital leases), or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that do were not secure incurred to finance the purchase price), acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; , provided, however, that no such Lien shall extend to or cover any property properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property properties not theretofore subject to the Lien being extended, renewed or replaced; provided further that , (iii) the aggregate principal amount of Liens existing on the Indebtedness secured by Liens permitted by this clause date hereof and described on Schedule 5.02(a) hereto, (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Company or any Subsidiary of any Loan Party the Company or becomes a Subsidiary of any Loan Party, the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party the Company or such Subsidiary or so acquired by such Loan Party the Company or such Subsidiary;, (v) Liens securing Debt incurred by the Company or its Subsidiaries in connection with a financing based on accounts receivable (including any Receivables Securitization), (vi) Liens on assets of a Subsidiary that is a regulated telephone company (a “Telco”) that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the assets of such Telco, (vii) Liens on real property securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E);and other obligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to exceed at any time outstanding ten percent of Net Tangible Assets, and (ix) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume Create or suffer to exist, or permit any of its Restricted Subsidiaries or any Subsidiary of XCC to create, incur, assume create or suffer to exist, any Lien on lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its assets properties (other than any "margin stock" as that term is defined in Regulation U issued by the Board of any character (includingGovernors of the Federal Reserve System), without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Restricted Subsidiaries or any Subsidiary of XCC to assign, any accounts or other right to receive income, except, in the each case to secure any Debt of any Person without making effective provision whereby all of the Loan Parties Advances shall be equally and ratably secured with the indebtedness or obligations secured by such security; provided that Xerox or its Restricted Subsidiaries or any Subsidiary of XCC may create or suffer to exist any lien, security interest, charge, encumbrance or preferential arrangement of any kind of or upon any of the properties or assets of (x) Xerox or its Restricted Subsidiaries (other than XCC) to secure any Debt or Debts in an aggregate amount at any time outstanding not greater than 20% of the Parent GuarantorConsolidated Tangible Net Worth of Xerox or (y) XCC or its Subsidiaries to secure any Debt or Debts in an aggregate amount at any time outstanding not greater than 20% of the Consolidated Net Worth of XCC; and their respective Subsidiariesprovided that the foregoing restrictions shall not apply to any of the following: (i) Liens created deposits, liens or pledges to enable Xerox or any of its Restricted Subsidiaries or any Subsidiary of XCC to exercise any privilege or license or to secure payments of workers' compensation or unemployment insurance, or to secure the performance of bids, tenders, contracts (other than for the payment of money) or statutory landlords' liens under leases to which Xerox or any such Restricted Subsidiary or any Subsidiary of XCC is a party or to secure public or statutory obligations of Xerox or any such Restricted Subsidiary or any Subsidiary of XCC or to secure surety, stay or appeal bonds to which Xerox or any such Restricted Subsidiary or any Subsidiary of XCC is a party, but as to all of the Loan Documentsforegoing only if the same shall arise and continue in the ordinary course of business, or other similar deposits or pledges made and continued in the ordinary course of business; (ii) Permitted Liensliens imposed by law, such as mechanic's, materialmen's, xxxxxxx'x, repairman's or carrier's liens but only if arising, and only so long as continuing, in the ordinary course of business or other similar liens arising and continuing in the ordinary course of business or deposits or pledges in the ordinary course of business to obtain the release of such liens; (iii) Liens described on Schedule 4.01(oliens arising out of judgments or awards against Xerox or any of its Restricted Subsidiaries or any Subsidiary of XCC in an aggregate amount not to exceed the greater of (a) hereto15% of the Consolidated Tangible Net Worth or (b) the minimum amount which, if subtracted from such Consolidated Tangible Net Worth, would reduce such Consolidated Tangible Net Worth below the amount thereof required to be maintained pursuant to Section 5.01(e), and in each case with respect to which Xerox or such Restricted Subsidiary or such Subsidiary of XCC shall in good faith be prosecuting an appeal or proceedings for review, or liens incurred by Xerox or any such Restricted Subsidiary or such Subsidiary of XCC for the purpose of obtaining a stay or discharge in the course of any legal proceedings to which Xerox or any such Restricted Subsidiary or such Subsidiary of XCC is a party; (iv) liens for taxes if such taxes shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings, or minor survey exceptions or minor encumbrances, easements or reservations of or rights of others for rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes or zoning or other restrictions as to the use of real properties which encumbrances, easements, reservations, rights and restrictions do not in the aggregate materially detract from the value of the said properties or materially impair their use in the operation of the business of Xerox or any Restricted Subsidiary or any Subsidiary of XCC owning the same; (v) liens in favor of any government or any department or agency thereof or in favor of a prime contractor under a government contract and resulting from the acceptance of progress or partial payments under government contracts or sub-contracts thereunder; (vi) liens, security interests, charges, encumbrances, preferential arrangements and assignments of income in existence on the date hereof and disclosed to the Lenders in writing; (vii) purchase money Liens liens or purchase money security interests upon or in equipment any property acquired or held by such Loan Party Xerox or any Restricted Subsidiaries or any Subsidiary of its Subsidiaries XCC in the ordinary course of business to secure the purchase price of such equipment property or to secure Indebtedness indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, property; (viii) liens or Liens security interests existing on any such equipment property at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)its acquisition; (vix) Liens arising the rights of XCC relating to the reserve account established pursuant to the Operating Agreement; (x) liens incurred (no matter when created) in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)XCC or a Subsidiary of XCC engaging in leveraged or single investor lease transactions, provided that no the instrument creating or evidencing any borrowings secured by such Lien lien shall extend to or cover any Unencumbered Assets or assets other than provide that such borrowings are payable solely out of the assets income and proceeds of the property subject to such Capitalized Leases; (vi) Liens on property lien and are not a personal obligation of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party XCC or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viiixi) the replacement, extension or renewal of any Lien lien, security interest, charge or encumbrance, preferential arrangement or assignment of income permitted by clause clauses (iiii) through (x) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); or the replacement, extension or renewal (ixwithout increase of principal amount) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Assetof the indebtedness secured thereby; and (xxii) Liens securing liens on any assets of any Restricted Subsidiary or any Subsidiary of XCC of up to $500,000,000 which may be incurred in connection with the sale or assignment of assets of such Restricted Subsidiary or Subsidiary of XCC for cash where the proceeds are applied to repayment of Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured Restricted Subsidiary or Subsidiary and/or invested by such Liens shall not exceed $5,000,000 Restricted Subsidiary or Subsidiary in the aggregate outstanding at any one timeassets which would be reflected as receivables on such Restricted Subsidiary's or such Subsidiary's balance sheet in accordance with generally accepted accounting principles.

Liens, Etc. Create, incur, assume Create or suffer to exist, or permit any of its Subsidiaries to create, incur, assume create or suffer to exist, any Lien on or with respect to any of its assets of any character (includingproperties, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiariesthan: (i) Liens created under the Loan Documents;Permitted Liens, (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in any real property or equipment acquired or held by such Loan Party the Borrower or any Subsidiary of its Subsidiaries the Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such property or equipment to be subject to such Liens(including capital leases), or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that do were not secure incurred to finance the purchase price), acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; , provided, however, that no such Lien shall extend to or cover any property properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property properties not theretofore subject to the Lien being extended, renewed or replaced; provided further that , (iii) the aggregate principal amount of Liens existing on the Indebtedness secured by Liens permitted by this clause date hereof and described on Schedule 5.02(a) hereto, (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Borrower or any Subsidiary of any Loan Party the Borrower or becomes a Subsidiary of any Loan Party, the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party the Borrower or such Subsidiary or so acquired by such Loan Party the Borrower or such Subsidiary;, (v) Liens securing Debt incurred by the Borrower or its Subsidiaries in connection with a financing or similar transaction based on accounts receivable (including any Receivables Securitization), (vi) Liens on assets of a Subsidiary that is a regulated telephone company (a “Telco”) that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the assets of such Telco, (vii) Liens on real property securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E);and other obligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to exceed at any time outstanding ten percent of Net Tangible Assets, and (ix) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) heretohereto and, with respect to any Liens described on Schedule 4.01(u) that secure Surviving Debt, any extensions, renewals or replacements of such Liens in connection with refinancing or replacement of Surviving Debt permitted under Section 5.02(b)(iii)(D) provided that no such Lien shall extend to or cover any additional property; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment (and, to the extent segregated and identifiable, the proceeds thereof) being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases of the Borrower permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(C), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary assets of any Loan Party or Person that becomes a Subsidiary of any Loan Party, provided that such the Borrower securing Debt permitted under Section 5.02 (b)(iii)(E) (other than Liens were not created incurred solely in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those Person becoming a Subsidiary of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;Borrower); and (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) other Liens securing Debt of the Borrower and its Subsidiaries outstanding in an aggregate principal amount not expressly permitted by clauses (i) through (viii) above, to exceed $30,000,000; provided that no such Liens do not affect Lien shall extend to or cover any Unencumbered Asset Collateral or may be granted when any Default shall have occurred and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timebe continuing.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, including accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party BMCA or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan DocumentsDocuments and Liens securing the Revolving Credit Facility (and the other Obligations referred to therein entitled to share in the collateral therefor), the Term Loan Facility (and the other Obligations referred to therein entitled to share in the collateral therefor), the Existing Indentures and the Senior Notes; (ii) Permitted Liens; (iii) (A) Liens existing on the date hereof and described on Schedule 4.01(o4.01(p) hereto, (B) after the consummation of the Merger, cash collateral to secure any outstanding Elk Letters of Credit and (C) on or after the Closing Date, the Liens listed on Schedule 5.02(a)(iii) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party BMCA or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, in each case, to the extent permitted under Section 5.02(b)(iii)(B)(I); provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(B)(II); provided, provided however, that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; and provided, further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (v) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (vi) Liens on property of a Person existing at the time arising in connection with sale-leaseback transactions permitted under Section 5.02(b)(iii)(B)(III); provided, however, that no such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not Lien shall extend to or cover any Collateral or assets other than those the assets subject to such sale-leaseback transactions; and provided, further that the aggregate principal amount of the Person so merged into or consolidated Debt secured by Liens permitted by this clause (vii) shall not exceed the amount permitted with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiaryrespect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (vii) Liens securing Non-Recourse to secure Debt permitted under Section 5.02(b)(iii)(E5.02(b)(iii)(J); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (vii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection the amount or change in any direct or contingent obligor) of the Debt secured thereby; provided, however, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (viii) (excluding the replacement, extension or renewal of any Lien permitted by clause (iii) above) shall not exceed the applicable amount permitted with any Refinancing Debt permitted respect thereto under Section 5.02(b)(iii)(C5.02(b)(iii)(B) or (E);, as the case may be, at any time outstanding; and (ix) Liens securing Permitted Recourse Debt arising in connection with operating leases to the extent such operating leases are otherwise permitted under Section 5.02(b)(vi)hereunder; provided, which Liens do not affect however, that no such Lien shall extend to or cover any direct Collateral or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of assets other than the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that assets subject to such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeoperating leases.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party any Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals renewals, refundings or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal renewal, refunding or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed renewed, refunded or replacedreplaced (except to the extent of financed construction or improvement); and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)Sections 5.02(b)(iii)(B) and 5.02(b)(v)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(BSections 5.02(b)(iii)(C) and 5.02(b)(v)(C), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property (including financing statements and undertakings to file financing statements) arising solely from precautionary filings of a Person existing at financing statements under the time Uniform Commercial Code of the applicable jurisdiction in respect of equipment leases under which the Borrowers or any of their Subsidiaries is the lessee; provided that any such Person Lien in respect of any equipment lease is acquired bylimited to the equipment being leased under such lease and the proceeds thereof; (vii) Leases, merged into subleases, licenses and sublicenses of the type referred to in Section 5.02(e)(vii) granted to third parties in the ordinary course of business, in each case not interfering in any respect with the Liens of the Administrative Agent or consolidated with any the Lenders granted by the Loan Party Documents and not otherwise prohibited by the terms of the Loan Documents; (viii) banker’s liens and rights of offset of the holders of Debt of the Borrowers or any Subsidiary on monies deposited by the Borrowers or any Subsidiary with such holders of any Loan Party or becomes a Subsidiary Debt in the ordinary course of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those business of the Person so merged into Borrowers or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or any such Subsidiary; (viiix) other Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacementthat do not, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with aggregate, attach to a material portion of the assets of the Borrowers or any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens of their Subsidiaries and do not affect any direct or indirect ownership interest secure obligations in any Unencumbered Asset; andan aggregate amount in excess of $5,000,000; (x) Liens securing Debt for judgments not in excess of $30,000,000 for which appropriate reserves have been maintained in accordance with GAAP and Liens for judgments in excess of $30,000,000 in respect of which (i) no enforcement proceedings have been commenced by any creditor upon such judgment or (ii) there has been no period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, has not been in effect; (xi) Liens, leases and grants of indefeasible rights of use, rights of use and similar rights in respect of capacity, dark fiber and similar assets of BRW, BCI and their Subsidiaries in the ordinary course of business either existing as of the Borrower date hereof or as permitted under Section 5.02(e)(i) or 5.02(e)(viii)(B); (xii) any Lien, lease or other grant on or of any assets of BRW or its Subsidiaries other than assets constituting Collateral under the Loan Documents that at the time created, incurred, assumed or otherwise arising constituted or resulted from a Permitted BCI Transaction so long as at such time no BCI Event of Default specified under Section 7.03(b) shall have occurred with respect to BCI or any of its Subsidiaries (other than a proceeding in connection with a Prepackaged Plan or a sale agreement executed prior to commencement of such proceedings which agreement contemplates a sale of all or substantially all of the assets of BCI and its Subsidiaries not expressly permitted by clauses pursuant to Section 363 of the Bankruptcy Code); and (ixiii) through any escrow arrangement funded with or constituted from asset sale proceeds in respect of any agreement providing for Permitted Obligations (viiiincluding escrow arrangements under each of the Escrow Agreements) above, provided that such and Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 on Acquired Assets (as defined in the aggregate outstanding at any one timeBCSI Sale Agreement) under the Security Agreement (as defined in the BCSI Sale Agreement).

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o4.01(p) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E), Recourse Debt permitted under Section 5.02(b)(iv) or Debt permitted under Section 5.02(b)(vii), provided, in each case, that no such Lien shall extend to or cover any Borrowing Base Asset or other Collateral; (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect arising in connection with any direct or indirect ownership interest in any Unencumbered AssetSecured Hedge Agreement; and (x) Liens securing arising in connection with Debt in respect of the Borrower and its Subsidiaries not expressly Hedge Agreements permitted by clauses under Section 5.02(b)(iii)(D) (i) through (viii) aboveother than Secured Hedge Agreements), provided that no such Liens do not affect lien shall extend to or cover any Unencumbered Borrowing Base Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeor other Collateral.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such any Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(v) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases of the Borrower or any of its Subsidiaries permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(C), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with the amount or change in any Refinancing direct or contingent obligor) of the Debt permitted under Section 5.02(b)(iii)(C)secured thereby provided that such replacement, extension or renewal 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) the proceeds thereof; (ixvii) Liens securing Permitted Recourse any of the Debt permitted under described in Section 5.02(b)(vi5.02(b)(i)(B) and Section 5.02(b)(ii), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (xviii) other Liens securing Debt of the Borrower and its Subsidiaries outstanding in an aggregate principal amount not expressly permitted by clauses (i) through (viii) above, to exceed $10,000,000; provided that no such Liens do not affect Lien shall extend to or cover any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeCollateral.

Liens, Etc. CreateGroup will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such any Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.1(t) hereto, and the replacement or renewal of any such Lien upon or in the same property theretofore subject to such Lien, together with the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby; (iv) Liens on receivables of any kind (and in property securing or otherwise supporting such receivables) not in excess of $10,000,000 in the aggregate in connection with agreements for limited recourse sales or financings by Group or any of its Subsidiaries for cash of such receivables or interests therein, provided that (A) any such agreement is of a type and on terms customary for comparable transactions in the good faith judgment of the Board of Directors of Group and (B) such transaction does not create any interest in any asset other than receivables (and property securing or otherwise supporting such receivables), related general intangibles and proceeds of the foregoing, (v) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party Group or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such property or equipment to be subject to such LiensLiens or incurred in connection with a Specified Sale-Leaseback Transaction, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquiredacquired and the proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (ivv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v2.6(b)(iii) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover at any Unencumbered Assets or assets other than the assets subject to such Capitalized Leasestime outstanding; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiarysecuring Capitalized Leases; (vii) any interest or title of a lessor, and Liens securing Non-Recourse Debt arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to leases permitted under Section 5.02(b)(iii)(E)by the Loan Documents; (viii) Liens securing the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C)Securitization Facility; (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered AssetL/C Related Liens; and (x) other Liens securing Debt of the Borrower and its Subsidiaries obligations in an amount not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not to exceed $5,000,000 10,000,000 in the an aggregate amount outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) hereto; (iv) purchase money Liens arising from financings upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount be permitted under Section 5.02(b)(iii)(A5.02(b)(iii)(B); (v) Liens arising on or with respect to the Equity Interests or assets of a newly-formed or newly-acquired Subsidiary granted in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)financing the formation of, provided that no such Lien shall extend to or cover any Unencumbered Assets the acquisition of all of the Equity Interests or assets other than all or substantially all of the assets subject to of, such Capitalized LeasesPerson, as contemplated in Section 5.02(f)(vii); (vi) Liens arising pursuant to a Permitted Receivables Financing on property of a Person existing at the time such Person is acquired by, merged into receivables sold or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created financed in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated connection with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;Permitted Receivables Financing in an aggregate amount not to exceed $350,000,000; and (vii) Liens securing Non-Recourse Debt not otherwise permitted under this Section 5.02(b)(iii)(E5.02(a); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by (A) such Liens shall not exceed $5,000,000 extend to or cover any Collateral and (B) the book value of the assets subject to such Liens shall not exceed, in the aggregate outstanding at any one timeaggregate, 15% of the book value of the Borrower’s Consolidated property, plant and equipment, in each case as such book value is determined in accordance with GAAP.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); provided, however, that no such Lien shall extend to or cover any Unencumbered Asset or other Collateral (other than pursuant to the Collateral Documents); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents[Intentionally Omitted]; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(ii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets Property or assets other than the assets subject to such Capitalized Leases; (viv) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (viivi) other Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E5.02(b)(ii)(E) or Secured Recourse Debt permitted under Section 5.02(b)(ii)(F), provided that no such Lien shall extend to or cover any Unencumbered Property; (viiivii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with the amount or change in any Refinancing direct or contingent obligor) of the Debt permitted under Section 5.02(b)(iii)(C);secured thereby; and (ixviii) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi)the Cullen Oaks Phase II Loan and encumbering only the Student Housing Properties located on the premises covered by the U of H ground lease. Notwithstanding anything contrary herein or in any other Loan Document, which Liens do not affect no Loan Party or Qualifying Subsidiary will, at any time, create, incur, assume or suffer to exist, or permit any Lien on any direct or indirect ownership interest of Borrower, any Guarantor or any Qualifying Subsidiary in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeProperty.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(v) hereto, provided that no such Lien is spread to cover any additional property after the Effective Date and that the principal amount of Debt secured thereby is not increased; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property equipment other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property equipment not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the ordinary course of its business and covering only the assets subject so leased (and related general intangibles and identifiable proceeds specifically related to such Capitalized Leasesassets); (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary[Intentionally Omitted]; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E)in respect of goods consigned to the Borrower or any of its Subsidiaries in the ordinary course of business, provided that such Liens are limited to the goods so consigned; (viii) the replacement, extension extension, or renewal of any Lien permitted by under clause (iii) or (vi) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with the amount or change in any Refinancing direct or contingent obligor) of the Debt permitted under Section 5.02(b)(iii)(C);secured thereby; and (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi5.02(l), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan DocumentsPermitted Liens; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o4.01(p) hereto; (iviii) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (viv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (viv) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (viivi) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E), Recourse Debt permitted under Section 5.02(b)(iv) or Debt permitted under Section 5.02(b)(viii), provided, in each case, that no such Lien shall extend to or cover any Borrowing Base Asset; (viiivii) the replacement, extension or renewal of any Lien permitted by clause (iiiii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (xviii) Liens securing arising in connection with Debt in respect of the Borrower and its Subsidiaries not expressly Hedge Agreements permitted by clauses (i) through (viii) aboveunder Section 5.02(b)(iii)(D), provided that no such Liens do not affect lien shall extend to or cover any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeBorrowing Base Asset.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party any Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party CBI or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals renewals, refundings or replacements of any of the foregoing for the same or a lesser amount; providedPROVIDED, howeverHOWEVER, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal renewal, refunding or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed renewed, refunded or replacedreplaced (except to the extent of financed construction or improvement); provided further and PROVIDED FURTHER that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(C), provided ; PROVIDED that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property (including financing statements and undertakings to file financing statements) arising solely from precautionary filings of a Person existing at financing statements under the time such Person is acquired by, merged into or consolidated with any Loan Party Uniform Commercial Code of the applicable jurisdiction in respect of equipment leases under which the Borrowers or any Subsidiary of their Subsidiaries is the lessee; PROVIDED that any such Lien in respect of any Loan Party or becomes a Subsidiary of any Loan Party, provided that equipment lease is limited to the equipment being leased under such Liens were not created in contemplation of such merger, consolidation or acquisition lease and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiaryproceeds thereof; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacementLeases, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi)subleases, which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt licenses and sublicenses of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 type referred to in the aggregate outstanding at any one time.Section 5.02(e)

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries Cayco, Luxco or the Foundation to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries Cayco, Luxco or the Foundation to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower, Cayco, Luxco or any of its Subsidiaries the Foundation as debtor, or sign or suffer to exist, or permit any of its Subsidiaries Cayco, Luxco or the Foundation to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries Cayco, Luxco or the Foundation to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens in respect of properties of the Borrower existing on the date hereof and described on Schedule 4.01(o5.02(a) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party or any of its Subsidiaries the Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment property being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(ii) at any time outstanding; (v) Liens arising in connection with under Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at Liens, if any, created under the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition IM Custody Agreement and do not extend to any assets other than those the Cayco Custody Agreement for the benefit of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such SubsidiaryCustodian; (vii) Liens securing Nonin respect of the Pledged Deposit Account for the benefit of the Pledged Account Bank arising solely by virtue of statutory or common law provisions in the nature of banker’s liens, rights of set-Recourse Debt off or other similar rights, to the extent permitted under Section 5.02(b)(iii)(E);the Deposit Account Control Agreement; and (viii) Liens, if any, for the replacement, extension or renewal benefit of any Lien permitted holder of Luxco Depositary Receipts arising by clause (iii) above upon or operation of Dutch law in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt respect of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) aboveLuxco Shares, provided that such Liens do not affect any Unencumbered Asset the PECs and the amount of Debt secured CPECs held by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeFoundation.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E) provided, however, that no such Lien shall extend to or cover any Unencumbered Asset or other Collateral (other than pursuant to the Collateral Documents); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume (i) Enter into or suffer to exist, or permit any of its Subsidiaries subsidiaries to create, incur, assume enter into or suffer to exist, any arrangement that directly or indirectly prohibits the Borrower or any of its subsidiaries from creating or incurring any Lien on upon or with respect to any of its assets property, other than the Loan Documents, leases that prohibit Liens on the property leased and documents governing transactions described in clause (a)(ii)(C) below that prohibit Liens on the property or asset which is the subject of any character such transaction; or (including, without limitation, accountsii) whether now owned or hereafter acquired, or sign or file Create or suffer to exist, or permit any of its Subsidiaries subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign create or suffer to exist, any security agreement authorizing Lien (other than the interest of the lessor under any secured party thereunder Operating Lease) upon or with respect to file such financing statementany of its property, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries subsidiaries to assign, any accounts or other right to receive income, exceptin each case to secure or provide for the payment of any Debt of any Person, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiariesthan: (iA) Liens created under securing Taxes or the Loan Documentsclaims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like persons, which in any such case (1) are not delinquent or (2) are being contested diligently and in good faith, provided that in the latter case the Borrower or the applicable subsidiary has established adequate reserves therefor and that neither the Borrower's nor any subsidiary's title to and right to use its property is materially and adversely affected by the nonpayment of such Tax, claim or demand; (iiB) Permitted Existing Liens; (iiiC) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that do not acquisition), and Liens on fixed assets of the Borrower or any of its subsidiaries acquired, constructed or improved after the date of this Agreement which are created contemporaneously with such acquisition, construction or improvement to secure the purchase price)price of such property or the cost of such construction or improvement, and Liens on fixed assets of the Borrower or extensions, renewals or replacements of any of its subsidiaries arising in connection with sale and leaseback transactions entered into by the foregoing for Borrower or any of its subsidiaries after the same or a lesser amountdate of this Agreement; provided, however, that no such Lien of the kind described in this clause (C) shall extend to or cover any property or asset of the Borrower or any subsidiary of the Borrower other than the equipment being acquiredproperty or asset so acquired or the construction or improvement so procured; and (D) any extension, and no renewal or replacement, in whole or in part of any of the Liens referred to in the foregoing clauses (A) through (C), inclusive; provided, however, that the amount of Debt secured by any such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under of such Debt secured immediately prior to such extension, renewal or replacement and such extended, renewed, or replaced Lien shall be limited to the property or assets covered by the Lien existing immediately prior to such extension, renewal or replacement; provided, however, that notwithstanding anything to the contrary in this Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B7.02(a), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property aggregate amount of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower or any of its subsidiaries (including, without limitation, Capital Lease Obligations of the Borrower or any of its subsidiaries) secured by any of the Liens referred to in the foregoing clauses (B) and its Subsidiaries not expressly (C), plus all Guarantees permitted by clauses Section 7.02(e) (iwhether or not secured) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not at any time exceed $5,000,000 in the aggregate outstanding at any one time20,000,000.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(r) hereto; (iv) purchase money Liens upon Liens, mortgages or in equipment acquired or held by such Loan Party or any of its Subsidiaries in otherwise hypothecating fee title to the ordinary course of business Project Site to secure the purchase price of such equipment or to secure Indebtedness incurred solely for bond financing contemplated by the purpose of financing Grant Agreement and the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amountLease Agreement; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A);and (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to existauthorize, or permit any of its Subsidiaries to sign or file or suffer to existauthorize, under the Uniform Commercial Code of any jurisdiction, a an effective financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o5.01(u) hereto; (iv) purchase money Liens upon or in real property, equipment acquired or held by such Loan Party the Parent or any of its Subsidiaries in the ordinary course of business to secure all or part of the purchase price of such real property, equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such real property or equipment to be subject to such Liens, or Liens existing on any such real property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, refinancings, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the real property or equipment being acquired, held, constructed or improved, and no such extension, refinancing, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, refinanced, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not not, when aggregated with all Debt under Capitalized Leases, exceed the amount permitted under Section 5.02(b)(iii)(A)6.02(b)(ii) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B6.02(b), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property securing Debt that is a refinancing, extension, renewal or replacement of Debt secured by Liens permitted pursuant to this Section 6.02(a); provided that (i) such extension, renewal, refinancing or replacement shall be secured by Liens encumbering the same assets that were subject to the Liens previously permitted pursuant to this Section 6.02(a) and (ii) in no event shall such extension, renewal, refinancing or replacement have a Person existing at principal amount in excess of the time principal amount of the Debt being extended, renewed, refinanced or replaced; (vii) Liens securing Debt permitted under Section 6.02(b)(vii); provided that in the case of any extension, renewal, refinancing or replacement referred to in Section 6.02(b)(vii), such Person is acquired byextension, merged into renewal, refinancing or consolidated with replacement shall be secured by Liens encumbering the same assets that were subject to the Liens previously securing the Debt being extended, renewed, refinanced or replaced; (viii) Liens in favor of any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such any Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted LiensLiens for the Parent and its Subsidiaries; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(x) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business or assumed by the Borrower or any of its Subsidiaries pursuant to a Permitted Asset Exchange, in each case to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases of the Borrower or any of its Subsidiaries permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(C), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at created under the time such Person is acquired bySecond Lien Loan Documents securing obligations under the Second Lien Loan Documents, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend all cases subject to any assets other than those the provisions of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;Intercreditor Agreement; and (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacementso long as no Default has occurred and is continuing, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) other Liens securing Debt of the Borrower Parent and its Subsidiaries outstanding in an aggregate principal amount not expressly permitted by clauses (i) through (viii) aboveto exceed $1,000,000, provided that no such Liens do not affect Lien shall extend to or cover any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeCollateral.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, including accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security and intercreditor agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created upon or in the Group Assets securing Debt of the Borrower permitted under Section 5.02(b)(i), 5.02(b)(ii), 5.02(b)(iii) to the Loan Documentsextent such Debt is outstanding under Pollution Control Bonds or the Senior Notes or 5.02(b)(xvi) to the extent such Permitted Refinancing Debt is incurred in respect of any of the foregoing; provided that to the extent such Liens secure Permitted Refinancing Debt incurred with respect to the Term C Advances in excess of $200,000,000, such Liens shall be subordinated to the Liens securing the Term B Advances on terms and conditions acceptable to the Required Term B Lenders; (ii) Liens upon or in the Springdale Assets securing Debt outstanding under this Agreement, the Credit Agreements or the Senior Notes or any Debt permitted to be incurred pursuant to Section 5.02(b)(xvi) to the extent such Permitted Refinancing Debt is incurred in respect of Debt outstanding under this Agreement, the Credit Agreements or the Senior Notes; (iii) Permitted Liens; (iiiiv) Liens existing on the date hereof and described on Schedule 4.01(o) hereto4.01(t); (ivv) purchase money Liens upon or in real property, physical assets or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such real property, physical assets or equipment or to secure Indebtedness Debt permitted to be incurred pursuant to Section 5.02(b)(vi) incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such real property, physical assets or equipment to be subject to such Liens, or Liens existing on any such real property, physical assets or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (A) such Lien is incurred and the Debt secured thereby is created within 90 days after the acquisition, completion of construction or completion of improvement thereof (as applicable), and (B) no such Lien shall extend to or cover any property property, physical assets or equipment other than the real property, physical assets or equipment being acquired, constructed or improved; and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (ivv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(vi) at any time outstanding; (vvi) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(vii), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vivii) Liens on cash or Cash Equivalents (A) deposited in margin accounts with or on behalf of futures contract brokers or paid over to other contract counterparties or (B) pledged or deposited as collateral to a contract counterparty to secure obligations with respect to (1) contracts (other than for Debt) for commercial and trading activities in the ordinary course of business for the purchase, transmission, distribution, sale, storage, lease or hedge of any energy related commodity or (2) Hedge Agreements representing commodity price contracts, transmission agreements or derivatives or interest rate derivatives to the extent that the Borrower or such Subsidiary is permitted to enter into any such Hedge Agreement pursuant to Section 5.02(b)(v); (viii) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Borrower or any Subsidiary of any Loan Party the Borrower or becomes a Subsidiary of any Loan Party, the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition investment and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party the Borrower or such Subsidiary or so acquired by such Loan Party the Borrower or such Subsidiary; (viiix) Liens securing Non-Recourse Debt granted by the Borrower or any of its Subsidiaries in favor of a commercial trading counterparty, a futures contract broker or other contract counterparty on accounts receivable arising under, commodities covered by, other obligations owed to, and other rights of the Borrower or any of its Subsidiaries, in each case, under any contract (other than for Debt) entered into in the ordinary course of business and to the extent permitted under Section 5.02(b)(iii)(E5.02(o) in connection with commercial and trading activities (including any netting agreement) to secure the Borrower’s or such Subsidiary’s obligations under such contract; provided that such Liens are granted in the ordinary course of business and when granted, do not secure obligations which are past due; (x) Liens granted on cash or Cash Equivalents to defease Debt that could be prepaid without violating Section 5.02(l); (viiixi) Liens granted over cash or Cash Equivalents constituting proceeds from any sale or disposition of assets permitted under Section 5.02(e) deposited in escrow accounts to secured Debt permitted to be incurred under Section 5.02(b)(xi) in respect of such sale or disposition (xii) other Liens affecting property with an aggregate fair market value not to exceed $25,000,000; (xiii) the replacement, extension or renewal of any Lien permitted by clause clauses (iiiiv), (v), (vi), (viii) or (xii) above upon or in the same property theretofore subject thereto in connection with and, if such Lien secured Debt, upon the incurrence of any Permitted Refinancing Debt permitted under in respect of such Debt secured to the extent such Permitted Refinancing Debt is incurred in accordance with Section 5.02(b)(iii)(C5.02(b); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (xxiv) subject to the PNC Control Agreement, Liens securing Debt granted in favor of PNC Bank, National Association over cash, checks, deposit accounts, securities accounts and Cash Equivalents of the Borrower and or its Subsidiaries not expressly held by PNC Bank, National Association from time to time to secure Debt permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeto be incurred under Section 5.02(b)(xix).

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Restricted Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Restricted Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Restricted Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(v) hereto, provided, that no such Lien is spread to cover any additional property after the Effective Date and that the principal amount of Debt secured thereby is not increased; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Restricted Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) any interest or title of a lessor under any lease entered into by the Borrower or any other Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased (and related general intangibles and identifiable proceeds specifically related to such assets); (vi) Liens arising securing Debt on Property acquired by a Loan Party or on Property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Restricted Subsidiary of the Borrower or becomes a Restricted Subsidiary of the Borrower, provided, that such Liens (other than replacement Liens permitted elsewhere herein) were not created in connection contemplation of such acquisition, merger, consolidation or investment and do not extend to any assets other than those of the Person merged into or consolidated with Capitalized Leases the Borrower or such Restricted Subsidiary or acquired by the Borrower or such Restricted Subsidiary; (vii) Liens in respect of goods consigned to the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, provided, that such Liens are limited to the goods so consigned; (viii) the replacement, extension, or renewal of any Lien permitted under clause (iii) or (vi) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby; (ix) Liens permitted under Section 5.02(b)(iii)(B5.02(l); and (x) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iv), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeCollateral.

Liens, Etc. Create, incur, assume (i) Create or suffer to exist, or permit any of its their respective Significant Subsidiaries to create, incur, assume create or suffer to exist, any Lien on or with respect to any of its assets the shares of capital stock or Debt of any character (includingSignificant Subsidiary of the Borrower or of the Guarantor, without limitation, accounts) whether now owned or hereafter acquiredacquired by the Borrower, the Guarantor, or sign or file any of their respective Subsidiaries; or (ii) create or suffer to exist, or permit any of its their respective Significant Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign create or suffer to exist, any security agreement authorizing Lien on or with respect to any secured party thereunder of the properties not referred to file such financing statementin the next preceding clause (i) of the Borrower, the Guarantor or any their respective Significant Subsidiaries, whether now owned or hereafter acquired, or assign, or permit any of its their respective Significant Subsidiaries to assign, any accounts account or chattel paper (as such terms are defined in the Uniform Commercial Code as in effect from time to time in the State of New York) not referred to in the next preceding clause (i); other right to receive income, exceptthan, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: clause (i) above, Liens created permitted by clause (A), (B) or (D) below and, in the case of clause (ii) above, Liens and assignments of accounts or chattel paper permitted by any of clauses (A) through (L) below (and in each case, other than clause (G) or (I), in which the Debt or other obligation secured by such Lien or the consideration for the accounts or chattel paper subject to such assignment exceeds $1,000,000 in the aggregate to the extent (1) possession of the property encumbered by or subject to such Lien or assignment has not been lawfully taken on or after default, and such property has not been lawfully retained after default in satisfaction of the obligation secured by such Lien and has not been disposed of by the Person in whose favor such Lien or assignment exists and (2) no enforcement, execution, levy or foreclosure proceeding shall have been commenced if (x) such proceeding shall continue undismissed or unbonded or shall not be effectively stayed for a period of 60 consecutive days after the commencement thereof or (y) a final, non- appealable order or decree ordering or approving the relief sought in such proceeding shall be entered and shall remain unsatisfied for ten days after entry thereof): (A) Liens for taxes, assessments or governmental charges or levies to the extent not required to be paid under the Loan DocumentsSection 5.1(a); (iiB) Permitted LiensLiens imposed by law of landlords, carriers, warehousemen, mechanics, materialmen and other similar Liens arising in the ordinary course of business with respect to obligations not yet due or being contested in good faith; (iiiC) Liens described on Schedule 4.01(o) heretocreated or deposits made in the ordinary course of business in connection with workmen's compensation, unemployment insurance and other types of social security, the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance and return-of-money bonds and other similar obligations (in each case exclusive of obligations which constitute Debt); (ivD) any judgment Lien; (E) easements, rights-of-way, restrictions and other similar encumbrances on title to real property incurred in the ordinary course of business and that do not interfere with the ordinary conduct of the business of the Borrower, the Guarantor or any of their respective Significant Subsidiaries; (F) purchase money Liens upon or in equipment on property acquired or held by such Loan Party the Borrower, the Guarantor or any of its their respective Significant Subsidiaries in the ordinary course of business to secure the purchase price of such equipment property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such equipment to be subject to such Liens, property or other Liens existing on any such equipment property or assets at the time of acquisition (other than any such Liens created in contemplation of such acquisition acquisition) that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment property being acquired, constructed on or improved; (G) Liens on Margin Stock or in respect of obligations to repurchase securities and no other Liens securing Street Loans and other obligations to and for customers or brokers, and other Liens, so long as any such extension, renewal or replacement shall extend Lien referred to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by in this clause (ivG) shall not exceed is incurred in the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)ordinary course of business of the Borrower, provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party Guarantor or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiarytheir respective Significant Subsidiaries; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the Closing Date and described on Schedule 4.01(o4.01(q) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (a) such Liens shall be created not more than 180 days after the date of acquisition or completion of construction or improvement and (b) no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved and any attachments thereto and proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(v) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(vi), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases;; and (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) heretohereto and, with respect to any Liens described on Schedule 4.01(u) that secure Surviving Debt, any extensions, renewals or replacements of such Liens in connection with refinancing or replacement of Surviving Debt permitted under Section 5.02(b)(iii)(D) provided that no such Lien shall extend to or cover any additional property; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment (and, to the extent segregated and identifiable, the proceeds thereof) being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases of the Borrower permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(C), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases;; and (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary assets of any Loan Party or Person that becomes a Subsidiary of any Loan Party, provided that such the Borrower securing Debt permitted under Section 5.02 (b)(iii)(E) (other than Liens were not created incurred solely in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those Person becoming a Subsidiary of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(EBorrower); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign sign, file or file authorize the filing or suffer to exist, or permit any of its Subsidiaries to sign sign, file or file authorize the filing or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Parent or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Note Purchase Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(v) hereto; (iv) purchase money Liens upon or arising in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase priceconnection with Capitalized Leases permitted under Section 5.02(b)(iv), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (v) Liens created after the date hereof in connection with purchase money obligations with respect to equipment acquired by any Obligor in the ordinary course of business; (vi) Liens on property of a Person existing at securing Debt incurred pursuant to Sections 5.02(b) (ii) and (iii) and otherwise permitted by the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition Subordination and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such SubsidiaryIntercreditor Agreements; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(Eincurred pursuant to Sections 5.02(b)(vi);; and (viii) the replacement(A) deposits of cash, extension checks or renewal Cash Equivalents to secure Ordinary Course Obligations, (B) letters of any Lien permitted by clause credit issued to secure Ordinary Course Obligations or (iiiC) above upon surety, appeal, performance and return-of-money bonds and bonds of a similar nature issued to secure or in the same property theretofore subject thereto respect of Ordinary Course Obligations, in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do an aggregate amount not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and to exceed the amount of Debt secured by such Liens shall not exceed $5,000,000 set forth in the aggregate outstanding at any one timeSection 5.02(b)(ix).

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(s) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; , provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(ii) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) other Liens on affecting property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Partyan aggregate fair value not to exceed $7,500,000, provided that (x) no Default has occurred or is continuing or would result from the creation, incurrence, assumption or other suffering to exist of such Liens were not created in contemplation of and (y) no such merger, consolidation or acquisition and do not Lien shall extend to or cover any Equity Interests or assets other than those of any of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such SubsidiaryTelecos; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) so long as no Default has occurred and is continuing or would result from such replacement, extension or renewal, the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (vi) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest contingent obligor) of the Debt secured thereby, in each case subject to any Unencumbered Assetrestrictions specified in such clauses; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such any Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(v) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such any Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(C), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) other Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Partysecuring Debt outstanding in an aggregate principal amount not to exceed $20,000,000, provided that no such Liens were not created in contemplation of such merger, consolidation or acquisition and do not Lien shall extend to or cover any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such SubsidiaryCollateral; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (vi) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection the amount or change in any direct or contingent obligor) of the Debt secured thereby; (viii) Liens on the proceeds of the Debt Securities, provided that such proceeds are deposited with any Refinancing Debt permitted under a collateral trustee and held in an escrow account constituting cash collateral as specified in Section 5.02(b)(iii)(C2.03(c)(iii);; and (ix) Liens securing Permitted Recourse the Debt permitted under Section 5.02(b)(vi5.02(b)(iii)(E), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that no such Liens do not affect Lien shall extend to or cover any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeCollateral.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(v) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(ii) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) other Liens on affecting property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Partyan aggregate fair value not to exceed $5,000,000, provided that (x) no Default has occurred or is continuing or would result from the creation, incurrence, assumption or other suffering to exist of such Liens were not created in contemplation of and (y) no such merger, consolidation or acquisition and do not Lien shall extend to or cover any Equity Interests or assets other than those of any of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such SubsidiaryTelecos; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) so long as no Default has occurred and is continuing or would result from such replacement, extension or renewal, the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (vi) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with the amount or change in any Refinancing direct or contingent obligor) of the Debt permitted secured thereby; (viii) Liens created under Section 5.02(b)(iii)(C);the Second Lien Collateral Documents; and (ix) Liens securing CoBank, ACB’s statutory Lien on the Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeCoBank Investment.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries Material Subsidiary to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, including accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries Material Subsidiary to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries Material Subsidiary as debtor, or sign or suffer to exist, or permit any of its Subsidiaries Material Subsidiary to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) any Liens (A) created pursuant to the Financing Documents (including Section 2.03(e)) and any refinancing, refunding, extension, renewal or replacement (without increase in the principal amount) of such Debt with respect to all Senior Debt Obligations or (B) securing Debt outstanding as of the date hereof under Pollution Control Bonds, or any refinancing, refunding, extension, renewal or replacement (without increase in the Loan Documents;principal amount) of such Debt described in this clause (B); 63 AESC Credit Agreement (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o) hereto5.02(a); (iv) purchase money Liens upon or in real property, physical assets or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such real property, physical assets or equipment or to secure Indebtedness Debt incurred by the Borrower or any Material Subsidiary solely for the purpose of financing the acquisition acquisition, construction or improvement of any such real property, physical assets or equipment to be subject to such Liens, or Liens existing on any such real property, physical assets or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (A) such Lien is incurred and the Debt secured thereby is created prior to or within 90 days after the acquisition, completion of construction or completion of improvement thereof (as applicable), (B) no such Lien shall extend to or cover any property property, physical assets or equipment other than the real property, physical assets or equipment being acquired, constructed or improved, or any proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that (C) the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount exceed, when combined with all Capitalized Leases on Assets permitted under pursuant to Section 5.02(b)(iii)(A5.02(a)(v), at any time outstanding $900,000,000; (v) Liens arising in connection with Capitalized Leases in an aggregate principal amount, when combined with Debt secured by Liens permitted under pursuant to Section 5.02(b)(iii)(B5.02(a)(iv), not to exceed $900,000,000 at any time outstanding; provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets Assets subject to such Capitalized LeasesLeases and proceeds thereof; (vi) Liens on cash or Cash Equivalents (A) deposited in margin accounts with or on behalf of futures contract brokers or paid over to other contract counterparties or (B) pledged or deposited as collateral to a contract counterparty to secure obligations with respect to (1) contracts (other than for Debt) for commercial and trading activities in the ordinary course of business for the purchase, transmission, distribution, sale, storage, lease or hedge of any energy related commodity or (2) Hedge Agreements entered into for non-speculative purposes; 64 AESC Credit Agreement (vii) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Borrower or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, Material Subsidiary; provided that such Liens were not created in contemplation of such merger, merger or consolidation or acquisition and do not extend to any assets Assets other than those of the Person so merged into or consolidated with such Loan Party the Borrower or such Subsidiary or so acquired by such Loan Party or such Material Subsidiary; (viiviii) Liens securing Non-Recourse Debt permitted granted by the Borrower or any Material Subsidiary in favor of a commercial trading counterparty, a futures contract broker or other contract counterparty on accounts receivable arising under, commodities covered by, other obligations owed to, and other rights of the Borrower or such Material Subsidiary, in each case, under Section 5.02(b)(iii)(E)any contract (other than for Debt) entered into in the ordinary course of business in connection with commercial and trading activities (including any netting agreement) to secure the Borrower’s or such Material Subsidiary’s obligations under such contract; provided that such Liens are granted in the ordinary course of business and, when granted, do not secure obligations which are past due; (viiiix) Liens granted on cash or Cash Equivalents to defease Debt of the Borrower or any of its Subsidiaries; (x) Liens granted on cash or Cash Equivalents constituting proceeds from any sale or disposition of Assets that is not prohibited by Section 5.02(c) deposited in escrow accounts to secure Debt that may be deemed to arise as a result of agreements of the Borrower or any Material Subsidiary providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, Assets or Equity Interests in any Subsidiary of the Borrower consummated not in contravention of the terms of Section 5.02(c) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by the Borrower in connection with such sale or disposition; (xi) the replacement, extension or renewal of any Lien permitted by clause (iii), (iv), (v) or (vii) above or clause (xiv) below upon or in the same property theretofore subject thereto thereto; (xii) Liens granted in favor of a financial institution on cash, checks, deposit accounts, securities accounts and Cash Equivalents of the Borrower or its Subsidiaries held by such financial institution from time to time to secure secured or unsecured Debt owed to such financial institution from time to time in connection with the extension of credit to the Borrower or the Material Subsidiaries for the account of one or more employees or departments of the Borrower or its Affiliates in respect of costs and expenses incurred by such employees or departments in connection with the conduct of business on behalf of the Borrower or its Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; (xiii) Liens securing any tax exempt financing permitted to be incurred by the Borrower or any of its Subsidiaries to finance the acquisition, construction, installation or improvement of any capital or operating Assets of the Borrower or any of its Subsidiaries (or refinancings, extensions, renewals, replacements of any of the foregoing for the same 65 AESC Credit Agreement or lesser amount); provided that the Liens shall not extend to or cover any property, physical asset or equipment other than such operating or capital Asset that is being acquired, constructed, installed or improved and other immaterial related Assets; (xiv) Liens on Assets securing Debt with an aggregate outstanding principal or face amount not to exceed at any time 15% of Consolidated Net Tangible Assets; (xv) Liens on Receivables incurred in connection with a Permitted Securitization; and (xvi) Liens on Assets arising in connection with any Refinancing Project Finance Debt; provided that no such Lien shall extend to or cover any Assets other than the Assets subject to such Project Financing Debt permitted under Section 5.02(b)(iii)(C); (ix) including Liens securing Permitted Recourse on revenues, proceeds and other customary ancillary Assets associated with such Project Finance Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct and on Equity Interests or indirect ownership interest other Investments in any Unencumbered Asset; and (x) Liens securing Subsidiary incurring Project Finance Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect or owning Equity Interests in any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeSubsidiary incurring Project Finance Debt).

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, or the applicable PPSA, a financing statement that names such Loan Party the US Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(r) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the US Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such foregoing Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the at any time outstanding (together with Liens incurred pursuant to Section 5.02(a)(v)) an aggregate amount permitted under Section 5.02(b)(iii)(A)equal to 7.5% of Consolidated Tangible Assets at such time; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(ii)(B); provided, provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time (A) such Person is acquired by, merged into or amalgamated or consolidated with any Loan Party a Borrower or any Subsidiary of any Loan Party or a Borrower, (B) becomes a Subsidiary of any a Borrower or (C) such property is acquired and, in the case of clauses (A) and (B), which Liens secure Debt permitted by Section 5.02(b)(ii)(E), and in the case of clause (C), which Liens secure Debt permitted by Section 5.02(b); provided, in each case, that (x) such merger or amalgamation or consolidation is otherwise permitted under the Loan PartyDocuments, provided that (y) such Liens were not created in contemplation of such merger, amalgamation, consolidation or acquisition investment and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party Borrower or such Subsidiary or so acquired by such Loan Party Borrower or such SubsidiarySubsidiary and improvements on such assets and (z) such Liens are no more favorable to the lienholders than the terms or conditions of such liens immediately prior to such merger, amalgamation, consolidation or investment; (vii) other Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E)outstanding in an aggregate principal amount not to exceed $100,000,000; (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (vii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with the amount or change in any Refinancing direct or contingent obligor) of the Debt permitted under Section 5.02(b)(iii)(C)secured thereby; (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi)Operating Leases or subleases of the properties of the US Borrower or such Subsidiary, which Liens in each case entered into in the ordinary course of business so long as such Leases or subleases do not affect any direct not, individually or indirect ownership interest in the aggregate, interfere in any Unencumbered Asset; andmaterial respect with the ordinary conduct of the business of the US Borrower or such Subsidiary; (x) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the US Borrower or such Subsidiary in the ordinary course of business in accordance with its past practices; (xi) 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 US Borrower or such Subsidiary (including any restriction on the use of such cash and Cash Equivalents), in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (xii) licenses of intellectual property granted by the US Borrower or such Subsidiary in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the US Borrower or such Subsidiary; (xiii) interests of lessors in leased property, including the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; (xiv) Liens arising in connection with Debt of the Borrower and its Subsidiaries not expressly a non-U.S. Subsidiary permitted by clauses (i) through (viii) above, under Section 5.02(b)(i)(B); provided that such Liens extend only to the property (or Equity Interests) of the non-U.S. Subsidiary incurring such Debt; (xv) Liens granted by Greyhound Lines, Inc. and Xxxxxx Coaches, Inc. and their respective Subsidiaries in favor of the US Borrower in respect of Debt permitted under Section 5.02(b)(i)(A) in connection with the assignment and subsequent amendment of the Greyhound Foothill Facility and the Xxxxxx Credit Facility Assignment, respectively; (xvi) Liens arising in connection with Hedge Agreements permitted under Section 5.02(b)(ii)(J) (other than fuel related Hedge Agreements); and (xvii) Liens arising in connection with fuel related Hedge Agreements permitted under Section 5.02(b)(ii)(J); provided that such Liens (A) are incurred in the ordinary course of business and consistent with prudent business practice and (B) do not affect any Unencumbered Asset and the amount secure obligations in excess of Debt secured by such Liens shall not exceed $5,000,000 30,000,000 in the aggregate outstanding at any one timetime outstanding.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(v) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(ii) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) other Liens on affecting property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Partyan aggregate fair value not to exceed $5,000,000, provided that (x) no Default has occurred or is continuing or would result from the creation, incurrence, assumption or other suffering to exist of such Liens were not created in contemplation of and (y) no such merger, consolidation or acquisition and do not Lien shall extend to or cover any Equity Interests or assets other than those of any of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such SubsidiaryTelecos; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) so long as no Default has occurred and is continuing or would result from such replacement, extension or renewal, the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (vi) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Assetcontingent obligor) of the Debt secured thereby; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) aboveCoBank, provided that such Liens do not affect any Unencumbered Asset and ACB’s statutory Lien on the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timePermitted CoBank Investment.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Company or any of its Subsidiaries other TiVo Party as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the Closing Date and described on Schedule 4.01(o) 5.18 hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such the Company or another Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further and provided, further, that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)6.02(c)(iii) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B6.02(c)(iv), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property 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 Person existing at like nature incurred in the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary ordinary course of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiarybusiness; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(Earising out of judgments or awards not constituting an Event of Default or a Potential Event of Default; provided that any such judgments or awards shall, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal (and shall have been discharged within 30 days after the expiration of any such stay);; and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) other Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do obligations not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed exceeding $5,000,000 in the aggregate outstanding at any one time500,000.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(q) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, in each case, to the extent permitted under Section 5.02(b)(iii)(B)(I); provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(B)(II), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; and provided, further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (v) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (vi) Liens on property of a Person existing at fixed assets to secure Debt permitted under Section 5.02(b)(iii)(B)(III); provided, that the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those aggregate principal amount of the Person so merged into or consolidated Debt secured by Liens permitted by this clause (vi) shall not exceed the amount permitted with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiaryrespect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (vii) Liens securing Nonarising in connection with sale-Recourse Debt leaseback transactions permitted under Section 5.02(b)(iii)(E5.02(b)(iii)(B)(IV); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such sale-leaseback transactions; and provided, further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (vii) shall not exceed the amount permitted with respect thereto under Section 5.02(b)(iii)(B) at any time outstanding; (viii) Liens to secure Debt permitted under Section 5.02(b)(iii)(J); (ix) the replacement, extension or renewal of any Lien permitted by clauses (iii) through (vii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby; provided, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (ix) (excluding the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in above) shall not exceed the same property theretofore subject applicable amount permitted with respect thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); 5.02(b)(iii)(B) or (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(viE), which Liens do not affect as the case may be, at any direct or indirect ownership interest in any Unencumbered Assettime outstanding; and (x) Liens securing Debt of arising in connection with operating leases to the Borrower and its Subsidiaries not expressly extent such operating leases are otherwise permitted by clauses (i) through (viii) above, hereunder; provided that no such Liens do not affect Lien shall extend to or cover any Unencumbered Asset and Collateral or assets other than the amount of Debt secured by assets subject to such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeoperating leases.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or 51 47 suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, exceptexcluding, in however, from the case operation of the Loan Parties (other than foregoing restrictions the Parent Guarantor) and their respective Subsidiariesfollowing: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o5.02(a) hereto; (iv) purchase money Liens created by Amdocs (Israel), any Subsidiary of a Borrower or any Borrower other than ESM upon or in real property or equipment acquired or held by such Loan Party Amdocs (Israel), the Borrowers or any of its their Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (ivA) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v5.02(b)(iv)(A) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided at any time outstanding and that no any such Lien Debt shall extend to or cover any Unencumbered Assets or assets other than not otherwise be prohibited by the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those terms of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such SubsidiaryDocuments; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted LiensLiens created under the First Lien Loan Documents and the Special LC Facility Documents, subject to the terms of the Intercreditor Agreement, to the extent applicable at the time; (iii) Liens described on Schedule 4.01(o) heretosecuring Debt, other than the Special LC Facility, permitted under Section 5.02(b)(iii), subject to the terms of the Intercreditor Agreement, to the extent applicable at the time; (iv) purchase money Liens upon for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b); (v) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in equipment acquired the ordinary course of business securing obligations that (x) are not overdue for a period of more than 30 days and (y) individually or held by such Loan Party together with all other Permitted Liens outstanding on any date of determination do not materially adversely affect the use of the property to which they relate; (vi) pledges or any of its Subsidiaries deposits in the ordinary course of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (vii) deposits to secure the performance of bids, trade contracts and leases (other than Debt), 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; (viii) Liens securing judgments or the payment of money not constituting a Default under Section 6.01(g) or securing appeal or other surety bonds related to such judgments; (ix) Permitted Encumbrances; (x) purchase money Liens upon or in real property or equipment acquired or held by the Borrower or any Loan Party in the ordinary course of business securing the purchase price of such property or equipment or to secure Indebtedness securing Debt incurred by the Borrower or any Loan Party solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amountPermitted Acquisition; provided, however, that (a) no such Lien shall extend to or cover any property other than the property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore that is the subject to of the Lien being extended, renewed or replacedPermitted Acquisition; provided further that (b) the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (ivx) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(xii) at any time outstanding; (c) such Debt when incurred shall not exceed the purchase price of the property or equipment financed; and (d) no such Debt shall not be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (vxi) Liens existing on the Closing Date and listed on Schedule 4.01(u) and any modifications, replacements, renewals or extensions thereof; provided that (A) the Lien does not extend to any additional property and (B) the renewal, extension or modification of the obligations secured or benefited by such Liens is permitted under the Loan Documents; (xii) Liens arising by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; (xiii) Liens arising from precautionary Uniform Commercial Code financing statements regarding, and any interest or title of a licensor, lessor or sublesser under, operating leases; (xiv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leasesimportation of goods; (vixv) pledges or deposits of cash or Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers of property, casualty or liability insurance in the ordinary course of business; (xvi) Liens existing on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary assets of any Loan Party or Person that becomes a Subsidiary of any Loan Party, or existing on assets acquired, pursuant to a Permitted Acquisition to the extent the Liens on such assets secured Debt permitted by Section 5.02(b)(vii); provided that such Liens were not created in contemplation attach at all times only to the same assets that such Liens attached to, and secure only the same Debt that such Liens secured, immediately prior to such Permitted Acquisition; (xvii) Liens placed upon the Equity Interests of such merger, consolidation or acquisition and do not extend any Subsidiary acquired pursuant to any assets other than those a Permitted Acquisition to secure Debt of the Person so merged into Borrower or consolidated any other Loan Party incurred pursuant to Section 5.02(b)(viii) in connection with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Permitted Acquisition; (xviii) Liens placed upon the Equity Interests of any Non-Recourse Subsidiary; (viixix) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) on the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered AssetSempra Collateral; and (xxx) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeBarge Mortgages.

Liens, Etc. Create(i) Permit any Restricted Party to create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, acquired or sign or file or suffer to exist, or permit any of its Subsidiaries Restricted Parties to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names any such Loan Restricted Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries such Restricted Party to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (iA) Liens created under the Loan Documents; (iiB) Permitted Liens; (iiiC) Liens described on Schedule 4.01(o) hereto[Intentionally Omitted]; (ivD) purchase Purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries Subsidiary Guarantors in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A);; and (vE) Liens arising in connection with Capitalized Leases of Subsidiary Guarantors permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (viii) Liens Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on property or with respect to any of its direct or indirect interest in any TRS Lessee (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a Person existing at the time financing statement that names any such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of its Subsidiaries as debtor, or sign or suffer to exist, or permit any Loan Party Subsidiaries to sign or becomes a Subsidiary suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any Loan Partyaccounts or other right to receive income, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend with respect to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeTRS Lessee.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries Material Subsidiary to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, including accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries Material Subsidiary to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries Material Subsidiary as debtor, or sign or suffer to exist, or permit any of its Subsidiaries Material Subsidiary to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) any Liens (A) created pursuant to the Financing Documents (including Section 2.03(e)) and any refinancing, refunding, extension, renewal or replacement (without increase in the principal amount) of such Debt with respect to all Senior Unsecured Debt Obligations or (B) securing Debt outstanding as of the date hereof under the Loan DocumentsFirst Mortgage Bonds and the Pollution Control Bonds, or any refinancing, refunding, extension, renewal or replacement (without increase in the principal amount) of such Debt described in this clause (B); (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o) hereto5.02(a); (iv) purchase money Liens upon or in real property, physical assets or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such real property, physical assets or equipment or to secure Indebtedness Debt incurred by the Borrower or any Material Subsidiary solely for the purpose of financing the acquisition acquisition, construction or improvement of any such real property, physical assets or equipment to be subject to such Liens, or Liens existing on any such real property, physical assets or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (A) such Lien is incurred and the Debt secured thereby is created prior to or within 90 days after the acquisition, completion of construction or completion of improvement thereof (as applicable), (B) no such Lien shall extend to or cover any property property, physical assets or equipment other than the real property, physical assets or equipment being acquired, constructed or improved, or any proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that (C) the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount exceed, when combined with all Capitalized Leases on Assets permitted under pursuant to Section 5.02(b)(iii)(A5.02(a)(v), at any time outstanding $250,000,000; (v) Liens arising in connection with Capitalized Leases in an aggregate principal amount, when combined with Debt secured by Liens permitted under pursuant to Section 5.02(b)(iii)(B5.02(a)(iv), not to exceed $250,000,000 at any time outstanding; provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets Assets subject to such Capitalized LeasesLeases and proceeds thereof; (vi) Liens on cash or Cash Equivalents (A) deposited in margin accounts with or on behalf of futures contract brokers or paid over to other contract counterparties or (B) pledged or deposited as collateral to a contract counterparty to secure obligations with respect to (1) contracts (other than for Debt) for commercial and trading activities in the ordinary course of business for the purchase, transmission, distribution, sale, storage, lease or hedge of any energy related commodity or (2) Hedge Agreements entered into for non-speculative purposes; (vii) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Borrower or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, Material Subsidiary; provided that such Liens were not created in contemplation of such merger, merger or consolidation or acquisition and do not extend to any assets Assets other than those of the Person so merged into or consolidated with such Loan Party the Borrower or such Subsidiary or so acquired by such Loan Party or such Material Subsidiary; (viiviii) Liens securing Non-Recourse Debt permitted granted by the Borrower or any Material Subsidiary in favor of a commercial trading counterparty, a futures contract broker or other contract counterparty on accounts receivable arising under, commodities covered by, other obligations owed to, and other rights of the Borrower or such Material Subsidiary, in each case, under Section 5.02(b)(iii)(E)any contract (other than for Debt) entered into in the ordinary course of business in connection with commercial and trading activities (including any netting agreement) to secure the Borrower’s or such Material Subsidiary’s obligations under such contract; provided that such Liens are granted in the ordinary course of business and, when granted, do not secure obligations which are past due; (viiiix) Liens granted on cash or Cash Equivalents to defease Debt of the Borrower or any of its Subsidiaries; (x) Liens granted on cash or Cash Equivalents constituting proceeds from any sale or disposition of Assets that is not prohibited by Section 5.02(c) deposited in escrow accounts to secure Debt that may be deemed to arise as a result of agreements of the Borrower or any Material Subsidiary providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, Assets or Equity Interests in any Subsidiary of the Borrower consummated not in contravention of the terms of Section 5.02(c) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by the Borrower in connection with such sale or disposition; (xi) the replacement, extension or renewal of any Lien permitted by clause (iii), (iv), (v) or (vii) above or clause (xiv) below upon or in the same property theretofore subject thereto thereto; (xii) Liens securing the issuance of First Mortgage Bonds issued after the date hereof in accordance with the terms and conditions of the First Mortgage Bond Indenture (as in effect on the date hereof), provided that the principal amount of First Mortgage Bonds issued under the First Mortgage Bond Indenture (including those issued prior to the date hereof) shall not exceed $750,000,000 in the aggregate; (xiii) Liens securing any tax exempt financing permitted to be incurred by the Borrower or any of its Subsidiaries to finance the acquisition, construction, installation or improvement of any capital or operating Assets of the Borrower or any of its Subsidiaries (or refinancings, extensions, renewals, replacements of any of the foregoing for the same or lesser amount); provided that the Liens shall not extend to or cover any property, physical asset or equipment other than such operating or capital Asset that is being acquired, constructed, installed or improved and other immaterial related Assets; (xiv) in addition to the other Liens permitted by this Section 5.02(a), Liens on Assets securing Debt with an aggregate outstanding principal or face amount not to exceed at any time 15% of Consolidated Net Tangible Assets; (xv) Liens on Receivables incurred in connection with a Permitted Securitization; and (xvi) Liens on Assets arising in connection with any Refinancing Project Finance Debt; provided that no such Lien shall extend to or cover any Assets other than the Assets subject to such Project Financing Debt permitted under Section 5.02(b)(iii)(C); (ix) including Liens securing Permitted Recourse on revenues, proceeds and other customary ancillary Assets associated with such Project Finance Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct and on Equity Interests or indirect ownership interest other Investments in any Unencumbered Asset; and (x) Liens securing Subsidiary incurring Project Finance Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect or owning Equity Interests in any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeSubsidiary incurring Project Finance Debt).

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) [Reserved]; (iii) Permitted Liens; (iiiiv) Liens relating to any custom duties imposed in the ordinary course of business; (v) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) hereto; (ivvi) purchase money Liens upon or in equipment moveable personal property not essential (as determined by the Administrative Agent in its reasonable judgment) to the operation of any property owned by such Loan Party taken as a whole, and, in the case of any Loan Party that owns any Casino Property, not essential (as determined by the Administrative Agent in its reasonable judgment) to the operation of such Casino Property taken as a whole, and acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such equipment property to be subject to such Liens, or Liens existing on any such equipment property at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment property being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii) at any time outstanding; (vvii) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iv), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (viviii) Liens arising under applicable Gaming Laws; provided that no such Lien constitutes a Lien securing repayment of Debt; (ix) 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, the General Partner or any of their respective Subsidiaries, in each case granted in the ordinary course of business in favor of the financial institutions with which such accounts are maintained, securing amounts owing to such financial institutions with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements, so long as, in no event, shall any such Lien secure (either directly or indirectly) the repayment of any Debt; (x) licenses of Intellectual Property granted by the Borrower or any of their respective Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Borrower and any of their respective Subsidiaries; (xi) Leases with respect to the properties (other than those relating to any material part of any Casino Property) of the Borrower or any Subsidiary, in each case entered into in the ordinary course of the Borrower or any Subsidiary’s business, so long as such leases are expressly subordinate to the Liens of the Collateral Agent on the properties subject to such leases and such leases do not, individually or in the aggregate, (x) interfere in any material respect with the ordinary conduct of the business of any of the Gaming Facilities and (y) materially impair the use (for its intended purposes) or the value of the property subject thereto; (xii) Liens on property of a Person existing at the time such Person is acquired by, or merged with or into or consolidated with any Loan Party the Borrower, the General Partner or any Subsidiary of any Loan Party their respective Subsidiaries (and not created in anticipation or becomes a Subsidiary of any Loan Party, contemplation thereof) in accordance with Section 5.02(f); provided that such Liens were not created in existence prior to the contemplation of such mergerthe acquisition, merger or consolidation or acquisition and do not extend to any assets property not subject to such Liens at the time of acquisition (other than those of improvements thereon) and are no more favorable to the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiarylienholders than the existing Lien; (viixiii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest on Equity Interests in any Unencumbered AssetUnrestricted Subsidiary solely to secure Debt of such Unrestricted Subsidiary; and (xxiv) other Liens securing Debt of the Borrower and its Subsidiaries outstanding in an aggregate principal amount not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not to exceed $5,000,000 in the aggregate outstanding at any one time15,000,000.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) heretohereto and, with respect to any Liens described on Schedule 4.01(u) that secure Surviving Debt, any extensions, renewals or replacements of such Liens in connection with refinancing or replacement of Surviving Debt permitted under Section 5.02(b)(iii)(D) provided that no such Lien shall extend to or cover any additional property; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment (and, to the extent segregated and identifiable, the proceeds thereof) being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii)(B) at any time outstanding; (v) Liens arising in connection with Capitalized Leases of the Borrower permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(C), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary assets of any Loan Party or Person that becomes a Subsidiary of any Loan Party, provided that such the Borrower securing Debt permitted under Section 5.02 (b)(iii)(E) (other than Liens were not created incurred solely in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those Person becoming a Subsidiary of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;Borrower); and (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) other Liens securing Debt of the Borrower and its Subsidiaries outstanding in an aggregate principal amount not expressly permitted by clauses (i) through (viii) above, to exceed $3,000,000; provided that no such Liens do not affect Lien shall extend to or cover any Unencumbered Asset Collateral or may be granted when any Default shall have occurred and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timebe continuing.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan DocumentsDocuments (including Liens under the Loan Documents securing Secured Hedge Agreements); (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(w) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(ii) at any time outstanding; (v) Liens arising in connection with under Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Borrower or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, the Borrower; provided that (x) such merger or consolidation is otherwise permitted under the Loan Documents and (y) such Liens were not created in contemplation of such merger, consolidation or acquisition investment and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party the Borrower or such Subsidiary or so acquired by such Loan Party the Borrower or such Subsidiary; (vii) other Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E)outstanding in an aggregate principal amount not to exceed $2,500,000; provided that no such Lien shall extend to or cover any Collateral; (viii) second-priority Liens on the Collateral securing the Floating Rate Notes on the terms set forth in the Intercreditor Agreement; and (ix) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (viii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) aboveDebt secured thereby, provided to the extent that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timereplacement, extension or renewal is otherwise permitted under this Agreement.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accountsaccounts and Equity Interests) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment and the proceeds thereof being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A5.02(b)(iv)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iv)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E5.02(b)(iv)(D);; and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C5.02(b)(iii); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(s) hereto; (iv) purchase money Liens upon Liens, mortgages or in equipment acquired or held by such Loan Party or any of its Subsidiaries in otherwise hypothecating fee title to the ordinary course of business Project Site to secure the purchase price of such equipment or to secure Indebtedness incurred solely for bond financing contemplated by the purpose of financing Grant Agreement and the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amountLease Agreement; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A);and (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any other statute of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file any such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, exceptexcluding, in however, from the case operation of the Loan Parties (other than foregoing restrictions the Parent Guarantor) and their respective Subsidiariesfollowing: (ia) Liens created under the Loan Documents; (iib) Permitted Liens; (iiic) Liens existing on the Closing Date and described on Schedule 4.01(o) hereto6.1(c); (ivd) purchase Purchase money Liens securing Debt permitted under Section 6.2(c)(i) upon real property or in equipment Equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment real property or Equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such equipment real property or Equipment to be subject to such Liens, or Liens existing on any such equipment real property or Equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same a substantially equivalent or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment real property or Equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (ve) Liens arising in connection with Capitalized Leases or Operating Leases permitted under Section 5.02(b)(iii)(B6.2(c)(i) or Section 6.2(c)(ii), provided as applicable; provided, that no such Lien shall extend to or cover any Unencumbered Assets Collateral or any assets other than the assets subject to such Capitalized Leases or Operating Leases; (vif) Liens on property of a Person existing at granted by Carsen as required or permitted under the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;Canadian Credit Agreement; and (viig) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the The replacement, extension or renewal of any Lien permitted by clause clauses (iiib) through (e) above upon or in the same property theretofore subject thereto in connection with the replacement, extension or renewal (without increase in the amount or any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect change in any direct or indirect ownership interest contingent obligor other than insofar as Borrower is permitted to incur the Debt in any Unencumbered Asset; and (xconnection therewith pursuant to Section 6.2(c)(i)) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code (or similar law) of any jurisdiction, a financing statement that names such any Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under pursuant to the Loan Documents, Interim Order and the Final Order; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(p) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party Parent or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction, improvement or installation of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed, improved or installed (or the proceeds of any of the foregoing), and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt hereafter incurred secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A);5.02(b)(iv) at any time outstanding; and (v) Liens arising in connection with under Capitalized Leases permitted under Section 5.02(b)(iii)(B), 5.02(b)(iv) provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; Leases (vi) Liens on property of a Person existing at or the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(Eproceeds thereof); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign authorize or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(s) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Revolving Credit Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further and providedfurther that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(ii) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any such Loan Party or any Subsidiary of any such Loan Party or becomes a Subsidiary of any such Loan Party, ; provided that (x) such merger or consolidation is otherwise permitted under the Loan Documents and (y) such Liens were not created in contemplation of such merger, consolidation or acquisition investment and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party the Revolving Credit Borrower or such Subsidiary; (vii) Liens on the CMBS Properties and related assets and properties of the CMBS Subsidiaries (including pledges of the Equity Interests in Property-Level Subsidiaries of the Initial CMBS Borrowers), in each case securing Nonpayment of the CMBS Bridge Financing or the CMBS Mortgage Financings; (viii) Liens on Real Property and related assets and properties (other than Equity Interests) of such Loan Party or any of its Subsidiaries and pledges of the Equity Interests in Property-Recourse Debt Level Subsidiaries that are not direct Subsidiaries of the Borrowers, in each case securing payment of any Mortgage Financing to the extent permitted under Section 5.02(b)(iii)(E5.02(b)(viii); (viiiix) other Liens securing Debt outstanding in an aggregate principal amount not to exceed $20,000,000, provided that no such Lien shall extend to or cover any Collateral; (x) Liens securing Permitted Construction Financing on the Real Property related thereto; (xi) [reserved]; and (xii) the replacement, extension or renewal of any Lien permitted by clauses (iii) through (viii) and clause (iiix) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); the amount (ixexcept for fees, costs and expenses associated therewith) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor other than Non-Guarantor Subsidiaries) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E), provided that no such Lien shall extend to or cover any Borrowing Base Asset or other Collateral; (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (xix) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Borrowing Base Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Liens created under the First Lien Loan Documents; (iii) Permitted Liens; (iiiiv) Liens described existing prior to the Effective Date and released on Schedule 4.01(o) heretothe Effective Date pursuant to the Deed of Termination and Release and the Partial Release; (ivv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (ivvi) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii) at any time outstanding; (vvi) Liens arising in connection with under Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iv), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;; and (vii) Liens securing Non-Recourse Debt permitted created under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeCarbon Credit Hedge Collateral Deed.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign sign, file or file authorize the filing or suffer to exist, or permit any of its Subsidiaries to sign sign, file, or file authorize the filing or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Parent or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents, the First Lien Loan Documents and the Second Lien Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(r) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(ii), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (viv) Liens on property of a Person existing at securing Permitted Refinancings, Receivables Financings, Replacement Financings and Existing Debt Refinancings to the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Partyextent permitted under Section 5.02(b), provided that such Liens were not created if the Debt referred to in contemplation of such merger, consolidation or acquisition clauses (c) and do not extend to any assets other than those (d) of the Person so merged into definition of “Assumed BTI Debt” is the subject of an Existing Debt Refinancing, such Debt shall not be secured by any Lien; (vi) (A) deposits of cash, checks or consolidated with such Loan Party Cash Equivalents to secure Ordinary Course Obligations, (B) letters of credit issued to secure Ordinary Course Obligations or such Subsidiary (C) surety, appeal, performance and return-of-money bonds and bonds of a similar nature issued to secure or so acquired by such Loan Party or such Subsidiaryin respect of Ordinary Course Obligations, in an aggregate amount not to exceed the amount set forth in Section 5.02(b)(xii); (vii) Liens securing Non-Recourse Subordinated Debt permitted under Section 5.02(b)(iii)(E); (viii5.02(b)(xi) which are subordinated and junior in priority to the replacementLiens securing the First Lien Loan Documents and the Second Lien Loan Documents on terms and conditions acceptable to the First Lien Agents, extension or renewal of any the Required Lenders under the First Lien permitted by clause (iii) above upon or Credit Agreement, the Second Lien Agents and the Required Lenders under the Second Lien Credit Agreement and substantially similar to those set forth in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C)Third Lien Intercreditor and Subordination Agreement; (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its property or assets of any character (including, without limitation, accounts) ), whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any similar Requirements of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file any such financing statementstatement (or the equivalent thereof), or assignsign or suffer to exist, or permit any of its Subsidiaries to assignsign or suffer to exist, any agreement or arrangement for the sale of any of its property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or any of its Subsidiaries), or assign as collateral, or permit any of its Subsidiaries to assign as collateral, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Collateral Documents; (ii) Permitted Liens; (iii) Liens existing on the date of this Agreement and described on Schedule 4.01(o5.02(a) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such real property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such real property or equipment to be subject to such Liens, or Liens existing on any such real property or equipment at the time of its acquisition or the completion of its construction (other than any such Liens created in contemplation of such acquisition that do not secure the purchase priceprice of such real property or equipment), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that the aggregate amount of Indebtedness secured by Liens permissible only under this Section 5.02(a)(iv) or Section 5.02(a)(v), below, shall not exceed $50,000,000; (v) Liens arising in connection with Capitalized Leases otherwise permitted under Section 5.02(b)(vi) and not otherwise prohibited under the terms of the Loan Documents; provided that the aggregate amount of Indebtedness secured by Liens permissible only under Section 5.02(a)(iv), above, or this Section 5.02(a)(v), shall not exceed $50,000,000; (vi) deposits and letters of credit to secure the performance of leases of property (whether real, personal or mixed) of the Borrower and its Subsidiaries (excluding Capitalized Leases) in the ordinary course of business; provided that no such Lien shall extend to or cover any property or assets other than such deposit or such letter of credit and the equipment being acquiredproperty and assets subject to such lease, as applicable; and provided further that any such lease is not otherwise prohibited under the terms of the Loan Documents; (vii) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions in respect of Operating Leases of the Borrower or any of its Subsidiaries not otherwise prohibited under the terms of the Loan Documents; (viii) Liens on the accounts receivables of Caremark Inc. and MP Receivables, on the contracts and other property and assets related thereto and on the proceeds thereof arising solely in connection with the Caremark Receivables Securitization; (ix) Other Liens securing Indebtedness and other Obligations in an aggregate outstanding amount not to exceed $50,000,000 at any one time, provided that such Liens shall not extend to any of the Collateral; and (x) the replacement, extension or renewal of any Lien permitted by clauses (iii) through (vi) above upon or in the same property and assets theretofore subject thereto; provided that no such extension, renewal or replacement shall extend to or cover any property or assets not theretofore subject to the Lien being extended, renewed or replacedreplaced and shall not secure any additional Indebtedness or other Obligations; and provided further that the aggregate principal amount of the any Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in otherwise be permitted under the aggregate outstanding at any one timeterms of the Loan Documents.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to the Mortgage Loans or B Notes that are Collateral hereunder or any interests therein or rights thereunder or any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries Borrower as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, assign any accounts or other right to receive income, exceptEXCLUDING, in HOWEVER, from the case operation of the Loan Parties (other than foregoing restrictions the Parent Guarantor) and their respective Subsidiariesfollowing: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o) SCHEDULE B hereto; (iv) purchase money Liens upon Liens, deposits or in equipment acquired pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or held by such Loan Party statutory obligations, surety, stay, appeal, indemnity, performance or any of its Subsidiaries other similar bonds, or other similar obligations arising in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)business; (v) Liens judgment and other similar liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)court proceedings, provided that no the execution or other enforcement of such Lien shall extend to or cover any Unencumbered Assets or assets other than liens is effectively stayed and the assets subject to such Capitalized Leasesclaims secured thereby are being actively and contested in good faith and by appropriate proceeding; (vi) Liens on property easements, rights of a Person existing at way, restrictions and other similar encumbrances which, in the time such Person is acquired byaggregate, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those materially interfere with the Borrower's occupation, use and enjoyment of the Person so merged into property or consolidated with such Loan Party assets encumbered thereby in the normal course of its business or such Subsidiary or so acquired by such Loan Party or such Subsidiary;materially impair the value of the property subject thereto; and (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (ii) and (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Liens created under the Second Lien Loan Documents; (iii) Permitted Liens; (iiiiv) Liens described existing prior to the Effective Date and released on Schedule 4.01(o) heretothe Effective Date pursuant to the Deed of Termination and Release and the Partial Release; (ivv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (ivvi) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii) at any time outstanding; (vvi) Liens arising in connection with under Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iv), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;; and (vii) Liens securing Non-Recourse Debt permitted created under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeCarbon Credit Hedge Collateral Deed.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its their Restricted Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdictionjurisdiction or with the STB, a financing statement or other filing that names such Loan Party the Parent, the Borrower or any of its their Restricted Subsidiaries as debtordebtor (other than any filing made by a lessor of property solely for protective purposes), or sign or suffer to exist, or permit any of its their Restricted Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statementstatement or other filing, or assign, or permit any of its their Restricted Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the Original Effective Date and described on Schedule 4.01(o5.02(a)(iii) heretohereto and any renewals, replacements or extensions of such Liens, provided that (x) the aggregate principal amount of the Debt, if any, secured by such Liens does not increase from that amount outstanding at the time of any such renewal, replacement or extension, (y) any such renewal, replacement or extension does not encumber any additional assets or properties of the Parent, the Borrower or any of their Restricted Subsidiaries and (z) any Debt secured by such renewed, replaced or extended Liens is permitted under Section 5.02(b); (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Restricted Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, 92 Amended and Restated KCSR Credit Agreement renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount be permitted under Section 5.02(b)(iii)(A5.02(b)(i)(I); (v) Liens arising in connection with Capitalized Leases Lease Obligations permitted under Section 5.02(b)(iii)(B5.02(b)(i)(I), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral (if any) or assets other than the assets subject to such Capitalized LeasesLease Obligations; (vi) Liens on property of a Person existing at the time such Person is acquired byacquired, merged into or consolidated with any Loan Party the Parent, the Borrower or any Subsidiary of any Loan Party their Restricted Subsidiaries or becomes a Restricted Subsidiary of any Loan Party, the Parent or the Borrower; provided that such Liens were not created in contemplation of such acquisition, merger, consolidation or acquisition investment and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party the Parent, the Borrower or such Restricted Subsidiary or so acquired by such Loan Party the Parent, the Borrower or such Restricted Subsidiary; (vii) Liens securing Non-Recourse Debt permitted existing or deemed to exist in connection with Securitization Transactions; provided, that any outstanding Term Advances shall be prepaid to the extent required under Section 5.02(b)(iii)(E)2.06; (viii) Liens on the replacement, extension or renewal of Collateral securing any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Credit Agreement Refinancing Debt permitted under Section 5.02(b)(iii)(C)Debt; (ix) Liens securing Permitted Recourse upon or in real and personal property or equipment of the Borrower or any of its Restricted Subsidiaries (the “RR Assets”) to secure Debt incurred solely under and for purposes consistent with Title V of the Railroad Revitalization and Regulatory Reform Act of 1976 as amended (45 U.S.C. 821 et seq.) (the “RR Act”), which Liens on such RR Assets may rank senior to the Liens of the Secured Obligations in favor of the Secured Parties (unless such Liens are in favor of a Loan Party or an Affiliate of a Loan Party (any such senior Lien referred to as an “XX Xxxx”)), and the Lenders hereby agree that the Collateral Agent is hereby authorized and directed (without the need for any further consent of the Lender Parties) to release the Lien in favor of the Lender Parties on any RR Assets upon which an XX Xxxx shall be granted in favor of holders of Debt permitted under Section 5.02(b)(vi), which Liens do 5.02(b)(i)(K) (so long as the release of the Lien on such RR Assets does not affect any direct constitute a release of all or indirect ownership interest substantially all of the Collateral (that secures the Obligations of the Loan Parties under the Loan Documents) in any Unencumbered Assettransaction or series of related transactions); andprovided, however, that (A) no XX Xxxx shall extend to or cover any property other than the RR Assets that are the subject of the project for which the Borrower or its Restricted Subsidiary has submitted a request to the Secretary of Transportation (or similar authority) under the RR Act for financial assistance (or the bridge Debt in lieu thereof) and (B) no extension, renewal or replacement of RR Liens shall extend to or cover any property or assets not theretofore subject to the XX Xxxx being extended, renewed or replaced; and provided further that the Debt secured by RR Liens permitted by this clause (ix) shall be permitted by and incurred solely under Section 5.02(b)(i)(K); (x) (A) so long as clause (B) below shall not apply, Liens on any Designated Fixed Assets or any other assets not constituting Collateral, or (B) (x) so long as the Leverage Ratio shall not be more than 3.75:1.00, as set forth in the most recent officer’s certificate received by the Administrative Agent pursuant to Section 5.03(b) or Section 5.03(c) or (y) irrespective of whether the preceding clause (x) is applicable, if an 93 Amended and Restated KCSR Credit Agreement Investment Grade Period shall have commenced following the Restatement Effective Date (and irrespective of whether such Investment Grade Period shall have ended), Liens securing Debt liabilities of the Borrower and its Restricted Subsidiaries in an aggregate amount not expressly permitted by clauses to exceed at the time of incurrence thereof 10% of the Consolidated Net Tangible Assets of the Measured Entities at such time; and (ixi) through (viii) above, provided that such Liens do not affect on any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 Equity Interests in the aggregate outstanding at any one timeMeridian Speedway.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) hereto; (iv) purchase money Liens arising from financings upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount be permitted under Section 5.02(b)(iii)(A5.02(b)(iii)(B); (v) Liens arising on or with respect to the Equity Interests or assets of a newly-formed or newly-acquired Subsidiary granted in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)financing the formation of, provided that no such Lien shall extend to or cover any Unencumbered Assets the acquisition of all of the Equity Interests or assets other than all or substantially all of the assets subject to of, such Capitalized LeasesPerson, as contemplated in Section 5.02(f)(vii); (vi) Liens arising pursuant to a Permitted Receivables Financing on property of a Person existing at the time such Person is acquired by, merged into receivables sold or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created financed in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated connection with such Loan Party or such Subsidiary or so acquired by such Loan Party or such SubsidiaryPermitted Receivables Financing in an aggregate amount not to exceed $500,000,000; (vii) Precautionary Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E);arising pursuant to a Permitted Supplier Receivables Sale Program that extend only to the accounts receivable subject thereto; and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt Liens not otherwise permitted under this Section 5.02(b)(iii)(C5.02(a); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by (A) such Liens shall not exceed $5,000,000 extend to or cover any Collateral, and during a Collateral Suspension Period, any properties or assets of any Loan Party that would be subject to a Lien in favor of the Collateral Agent for the benefit of the Secured Parties had such Collateral Suspension Period not occurred, and (B) the book value of the assets subject to such Liens shall not exceed, in the aggregate outstanding at any one timeaggregate, 15% of the book value of the Borrower’s Consolidated property, plant and equipment, in each case as such book value is determined in accordance with GAAP.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) hereto; (iv) purchase money Liens arising from financings upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount be permitted under Section 5.02(b)(iii)(A5.02(b)(iii)(B); (v) Liens arising on or with respect to the Equity Interests or assets of a newly-formed or newly-acquired Subsidiary granted in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)financing the formation of, provided that no such Lien shall extend to or cover any Unencumbered Assets the acquisition of all of the Equity Interests or assets other than all or substantially all of the assets subject to of, such Capitalized LeasesPerson, as contemplated in Section 5.02(f)(vii); (vi) Liens (including precautionary Liens) arising pursuant to a Permitted Receivables Financing on property of a Person existing at the time such Person is acquired by, merged into receivables sold or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created financed in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated connection with such Loan Party or such Subsidiary or so acquired by such Loan Party or such SubsidiaryPermitted Receivables Financing in an aggregate amount not to exceed $500,000,000; (vii) Precautionary Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E);arising pursuant to a Permitted Supplier Receivables Sale Program that extend only to the accounts receivable subject thereto; and (viii) the replacementLiens not otherwise permitted under this Section 5.02(a); provided that (A) such Liens shall not extend to or cover any Collateral, extension and during a Collateral Suspension Period, any properties or renewal assets of any Loan Party that would be subject to a Lien permitted by clause in favor of the Collateral Agent for the benefit of the Secured Parties had such Collateral Suspension Period not occurred, and (iiiB) above upon or the book value of the assets subject to such Liens shall not exceed, in the same property theretofore subject thereto in connection with aggregate, at any Refinancing time, the amount that is (1) the greater of (x) $650,000,000 and (y) 10.0% of the Consolidated Net Tangible Assets of the Borrower and its Subsidiaries minus (2) the aggregate principal amount of Debt permitted under outstanding at such time that was incurred pursuant to Section 5.02(b)(iii)(C);5.02(b)(ii)(B) below; and (ix) Liens securing Permitted Recourse Incremental Equivalent Debt permitted under Section 5.02(b)(vi2.17(i), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Liens on the Collateral securing Debt permitted under Section 5.02(b)(ii) on a second-priority basis to the Facilities and subject to the terms of the Intercreditor Agreement; (iii) Permitted Liens; (iiiiv) Liens relating to any custom duties imposed in the ordinary course of business; (v) Liens existing on the date hereof and described on Schedule 4.01(o4.01(u) hereto; (ivvi) purchase money Liens upon or in equipment property acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment property or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such equipment property to be subject to such Liens, or Liens existing on any such equipment property at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment property being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (ivvi) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii) at any time outstanding; (vvii) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iv), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (viviii) Liens arising under applicable Gaming Laws; provided that no such Lien constitutes a Lien securing repayment of Debt; (ix) 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, the General Partner or any of their respective Subsidiaries, in each case granted in the ordinary course of business in favor of the financial institutions with which such accounts are maintained, securing amounts owing to such financial institutions with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements, so long as, in no event, shall any such Lien secure (either directly or indirectly) the repayment of any Debt; (x) licenses of Intellectual Property granted by the Borrower or any of their respective Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Borrower and any of their respective Subsidiaries; (xi) Leases with respect to the properties of the Borrower or any Subsidiary, in each case entered into in the ordinary course of the Borrower or any Subsidiary’s business, so long as such leases do not, individually or in the aggregate, (x) interfere in any material respect with the ordinary conduct of the business of any of the Gaming Facilities and (y) materially impair the use (for its intended purposes) or the value of the property subject thereto; (xii) Liens on property of a Person existing at the time such Person is acquired by, or merged with or into or consolidated with any Loan Party the Borrower, the General Partner or any Subsidiary of any Loan Party their respective Subsidiaries (and not created in anticipation or becomes a Subsidiary of any Loan Party, contemplation thereof) in accordance with Section 5.02(f); provided that such Liens were not created in existence prior to the contemplation of such mergerthe acquisition, merger or consolidation or acquisition and do not extend to any assets property not subject to such Liens at the time of acquisition (other than those improvements thereon) and are no more favorable to the lienholders than the existing Lien; (xiii) Liens on Equity Interests in any Unrestricted Subsidiary solely to secure Debt of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Unrestricted Subsidiary; (viixiv) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) other Liens securing Debt of the Borrower and its Subsidiaries outstanding in an aggregate principal amount not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not to exceed $5,000,000 in the aggregate outstanding at any one time15,000,000.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code UCC of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (ia) Liens created under the Loan Documents; (iib) Permitted Liens; (iiic) Liens existing on the Original Closing Date and described on Schedule 4.01(o7.1(c) heretoto the Original Credit Agreement; (ivd) purchase money Liens upon or in Real Property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (a) such Liens shall be created not more than 180 days after the date of acquisition or completion of construction or improvement and (b) no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved and any attachments thereto and proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)7.2(e) at any time outstanding; (ve) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B7.2(f), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vif) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated arising in connection with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E7.2(n); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets of the relevant borrowing entity; (viiig) the replacement, extension or renewal of any Lien permitted by clause (iiic) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby; (h) Liens on assets of the Borrower or any of its Subsidiaries arising in connection with any Refinancing Debt Sale and Leaseback Transactions permitted under Section 5.02(b)(iii)(C7.5(h); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (xi) Liens securing Debt of on assets that are the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) abovesubject of, provided or are customarily subject to Liens relating to, Permitted Receivables Financings; provided, however, that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such no consensual Liens shall not exceed $5,000,000 in be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the aggregate outstanding at any one timeSecurity Documents.

Liens, Etc. CreateThe Borrower will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets the Collateral of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: : (i) Liens created under the Loan Documents; : (ii) Permitted Liens; Liens existing on the date hereof and described on Schedule 4.01(v) hereto; and (iii) Permitted Liens, excluding Permitted Liens described on Schedule 4.01(o) hereto; (iv) securing purchase money Liens Indebtedness upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in to the ordinary course of business to extent such Permitted Liens secure obligations other than (A) the purchase price of such equipment property or to secure equipment, (B) Indebtedness incurred solely for the purpose of financing filing the acquisition acquisition, construction or improvement of any such equipment to be subject to such Liensproperty or equipment, or Liens (C) existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or (D) extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iviii) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding 100,000 at any one timetime outstanding.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents(reserved); (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E), provided that no such Lien shall extend to or cover any Borrowing Base Asset; (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (xix) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Borrowing Base Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. CreateNo Borrower Party shall create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Borrower Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Collateral Documents; (ii) Permitted Liens; (iii) Prior to the Collateral Delivery Date, Liens described on Schedule 4.01(o4.01(p) hereto; (iv) purchase Purchase money Liens upon or in equipment acquired or held by such Loan Borrower Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A5.02(b)(iii);; and (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iv), provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume No Loan Party shall create or suffer to exist, or permit any of its Subsidiaries to create, incur, assume create or suffer to exist, any Lien on upon or with respect to any of its assets of any character (includingor such Subsidiary's properties, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, exceptexcept for the following (each of which will be given independent effect); PROVIDED, in the case of the Loan Parties HOWEVER, no such Liens permitted by this Section 7.1 (other than the Parent GuarantorPermitted Liens) and their respective Subsidiariesshall be Liens on any property constituting Collateral: (ia) Liens created under pursuant to the Loan Documents; (iib) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) Capitalized Lease Obligations, purchase money Liens or purchase money security interests upon or in equipment any property of, or owned, acquired or held by such Loan Party or any Subsidiary of its such Loan Party or any Person acquired by such Loan Party or any of their Subsidiaries in accordance with Section 7.5, in the ordinary course of business to secure the purchase price of such equipment property and Liens existing on such property at the time of its direct or to secure Indebtedness incurred indirect acquisition by such Loan Party or such Subsidiary (other than any such Lien created in contemplation of anticipation of such acquisition); PROVIDED, HOWEVER, that (i) any such Lien is created solely for the purpose of financing securing Indebtedness representing, or incurred to acquire, finance, refinance or refund, the acquisition cost (including, without limitation, the cost of construction) of the property subject thereto, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost, (iii) any such equipment to be subject to such LiensLien on property owned by any Person that is acquired by a Loan Party is on terms that are commercially reasonable, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no iv) such Lien shall does not extend to or cover any property other than such item of property and any improvements on such item and (v) the equipment being acquired, and no incurrence of such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens is permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A7.2(g); (vc) Liens arising on the Collateral (as defined in each of the Indentures) securing the guaranty by the Borrower of the First Mortgage Notes or the Permanent Financing Notes, as the case may be; (d) Liens created pursuant to the Letter of Credit Agreement; (e) Liens, if any, on Accounts and proceeds thereof of Funding, the Borrower and the Guarantors in connection with Capitalized Leases the Receivables Securitization; (f) Any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness or other obligation secured by any Lien permitted under Section 5.02(b)(iii)(Bby subsections (b), provided that no such Lien shall extend to (c), (d), (e), (l), (m) or cover (n) of this Section 7.1 without any Unencumbered Assets increase in the amount secured thereby or assets other than in the assets subject to such Capitalized LeasesLien; (vig) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by the Borrower, any Guarantor or any of their Subsidiaries in the ordinary course of business which secure its obligations to such Person; PROVIDED, HOWEVER, that the Borrower, such Guarantor or such Subsidiary (i) is not in default with respect to such payment obligation to such Person or (ii) is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof and the consequences of all such liens in the aggregate would have no Material Adverse Effect; (h) Liens (excluding Environmental Liens) securing taxes, assessments or governmental charges or levies; PROVIDED, HOWEVER, that (i) none of the Borrower, any Guarantor or any of their Subsidiaries is in default in respect of any payment obligation with respect thereto and adequate provision is made for the payment thereof or (ii) the Borrower, such Guarantor or such Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation, adequate provision is made for the payment thereof and the consequence of all such failures in the aggregate would have no Material Adverse Effect; (i) Liens incurred or pledges and deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, old-age pensions and other social security or welfare benefits; (j) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business, and judgment liens; PROVIDED, HOWEVER, that all such Liens in the aggregate (i) would have in the aggregate no Material Adverse Effect and (ii) do not secure directly or indirectly judgments in excess of $5,000,000; (k) Zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto which do not in the aggregate materially detract from the value or use of the property or assets of the Borrower, the Guarantors and their Subsidiaries taken as a whole; (l) Liens existing on the date of this Agreement and disclosed on Schedule 7.1; (m) Liens on fixtures in connection with existing mortgages on real property or mortgages on real property permitted hereunder; (n) Liens on property (not constituting Collateral) of a Person existing at the time such Person is acquired Borrower or any Guarantor to secure certain accumulated post-employment benefit and related obligations of the Borrower or any Guarantor for current and future retirees represented by the United Steelworkers of America; (o) Liens securing non-recourse project financing Indebtedness incurred by any member of the Loan Party Consolidated Group or against any property of any member of the Loan Party Consolidated Group solely for the purpose of financing the acquisition, construction or improvement of property acquired, owned, held, controlled or used by, merged into or consolidated with contributed to a joint venture by, any Loan Party or any Subsidiary of their respective Subsidiaries, including, without limitation, in connection with the development of the Borrower's Steubenville South Oxygen plant; PROVIDED, HOWEVER, such Indebtedness shall be on competitive terms and conditions and in any Loan Party or becomes a Subsidiary of any event no less favorable than those available to companies similar to such Loan Party, provided ; and PROVIDED FURTHER that such Liens were Indebtedness shall not created exceed $25,000,000 in contemplation of such merger, consolidation or acquisition and do not extend to the aggregate at any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiarytime; (viip) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto incurred in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); transactions of the type described in clause (ixiv) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Assetof the definition of Cash Equivalents; and (xq) other Liens securing Debt of to the Borrower and its Subsidiaries extent not expressly permitted by clauses included in (ia) through (viiio) above, provided above PROVIDED that such Liens do not affect any Unencumbered Asset and the amount of Debt Indebtedness secured by such Liens shall not have been incurred prior to the Effective Date and shall not exceed $5,000,000 50,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries Material Subsidiary to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, including accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries Material Subsidiary to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries Material Subsidiary as debtor, or sign or suffer to exist, or permit any of its Subsidiaries Material Subsidiary to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries Material Subsidiary to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) any Liens (A) created pursuant to the Financing Documents (including Section 2.03(e)) and Permitted Refinancing Debt with respect to all Senior Debt Obligations or (B) securing Debt permitted pursuant to (1) Section 5.02(b)(ii) (to the extent such Debt is outstanding under Pollution Control Bonds), (2) Section 5.02(b)(iii), (3) Section 5.02(b)(iv), (4) Section 5.02(b)(xxi) or (5) Section 5.02(b)(xvii) (to the Loan Documentsextent such Permitted Refinancing Debt is incurred in respect of any of the foregoing); (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o) hereto5.02(a); (iv) purchase money Liens upon or in real property, physical assets or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries Material Subsidiary in the ordinary course of business to secure the purchase price of such real property, physical assets or 83 AESC Credit Agreement equipment or to secure Indebtedness Debt permitted to be incurred pursuant to Section 5.02(b)(vii) incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such real property, physical assets or equipment to be subject to such Liens, or Liens existing on any such real property, physical assets or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (A) such Lien is incurred and the Debt secured thereby is created within 90 days after the acquisition, completion of construction or completion of improvement thereof (as applicable), and (B) no such Lien shall extend to or cover any property property, physical assets or equipment other than the real property, physical assets or equipment being acquired, constructed or improved; and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(vii) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(viii), ; provided that no such Lien shall extend to or cover any Unencumbered Assets or assets (or, prior to the Collateral Release Date, any Collateral) other than the assets Assets subject to such Capitalized Leases; (vi) Liens on cash or Cash Equivalents (A) deposited in margin accounts with or on behalf of futures contract brokers or paid over to other contract counterparties or (B) pledged or deposited as collateral to a contract counterparty to secure obligations with respect to (1) contracts (other than for Debt) for commercial and trading activities in the ordinary course of business for the purchase, transmission, distribution, sale, storage, lease or hedge of any energy related commodity or (2) Hedge Agreements representing commodity price contracts, transmission agreements or derivatives or interest rate derivatives to the extent that the Borrower or any Material Subsidiary is permitted to enter into any such Hedge Agreement pursuant to Section 5.02(b)(vi); (vii) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Borrower or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, Material Subsidiary; provided that such Liens were not created in contemplation of such merger, merger or consolidation or acquisition and do not extend to any assets Assets other than those of the Person so merged into or consolidated with such Loan Party the Borrower or such Subsidiary or so acquired by such Loan Party or such Material Subsidiary; (viiviii) Liens securing Non-Recourse granted by the Borrower or any Material Subsidiary in favor of a commercial trading counterparty, a futures contract broker or other contract counterparty on accounts receivable arising under, commodities covered by, other obligations owed to, and other rights of the Borrower or such Material Subsidiary, in each case, under any contract (other than for Debt) entered into in the ordinary course of business in connection with commercial and trading activities (including any netting agreement) to secure the Borrower’s or such Material Subsidiary’s obligations under such contract; provided that such Liens are granted in the ordinary course of business and, when granted, do not secure obligations which are past due; 84 AESC Credit Agreement (ix) Liens granted on cash or Cash Equivalents to defease Debt permitted under of the Borrower or any of its Subsidiaries that is not prohibited by Section 5.02(b)(iii)(E5.02(b); (viiix) Liens granted on cash or Cash Equivalents constituting proceeds from any sale or disposition of Assets that is not prohibited by Section 5.02(d) deposited in escrow accounts to secure Debt permitted to be incurred under Section 5.02(b)(xii) in respect of such sale or disposition; (xi) other Liens affecting property with an aggregate fair market value not to exceed 15% of Consolidated Net Tangible Assets; (xii) the replacement, extension or renewal of any Lien permitted by clause (iii), (iv), (v), (vii) or (xi) above upon or in the same property theretofore subject thereto in connection with and, if such Lien secured Debt, upon the incurrence of any Permitted Refinancing Debt permitted under in respect of such Debt secured to the extent such Permitted Refinancing Debt is incurred in accordance with Section 5.02(b)(iii)(C5.02(b); (ixxiii) subject to the PNC Control Agreement, Liens granted in favor of PNC Bank, National Association on cash, checks, deposit accounts, securities accounts and Cash Equivalents of the Borrower or its Subsidiaries held by PNC Bank, National Association from time to time to secure Debt permitted to be incurred under Section 5.02(b)(xx); (xiv) Liens securing Permitted Recourse upon or in pollution control equipment at the Xxxxxxxx’x Ferry Facility, the Xxxxxxxxx Facility or the Fort Xxxxxx Facility to secure Debt permitted to be incurred pursuant to Section 5.02(b)(xxiv) incurred solely to finance the acquisition and installation of such pollution control equipment, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (A) such Lien is incurred and the Debt secured thereby is created within 90 days after the completion of the installation thereof, and (B) no such Lien shall extend to or cover any property, physical asset or equipment other than such pollution control equipment and other immaterial related Assets; and provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (xiv) shall not exceed the amount permitted under Section 5.02(b)(vi)5.02(b)(xxiv) at any time outstanding; (xv) prior to the Collateral Release Date, which Liens do not affect any direct or indirect ownership interest in any Unencumbered AssetPermitted Second Priority Liens; and (xxvi) on or after the Collateral Release Date, Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeCommodity Hedge Agreements.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (includingcharacter, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any other statute of any domestic or foreign jurisdiction, a financing statement or comparable instruments that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement or comparable instruments authorizing any secured party thereunder to file any such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, exceptexcluding, in however, from the case operation of the Loan Parties (other than --------- ------- foregoing restrictions the Parent Guarantor) and their respective Subsidiariesfollowing: (ia) Liens created under the Loan Documents; (iib) Permitted Liens; (iiic) Liens existing on the date hereof and described on Schedule 4.01(o) hereto7.01, ------------- and including the liens which may be granted by the Borrower to NatWest in cash collateral in an amount not exceeding NatWest's maximum contingent liability in respect of the Egerton Guarantee Instruments; (ivd) purchase Purchase money Liens upon real property or in equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such real property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such real property or equipment to be subject to such Liens, or Liens existing on any such real property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, -------- however, that no such Lien shall extend to or cover any property other than the ------- real property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further and, provided, further, -------- ------- 78 that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (ivd) shall not exceed (i) $5,000,000 in respect of the amount permitted under Section 5.02(b)(iii)(A)Debt secured by a mortgage to be placed after the date hereof on the California R&D Property; and (ii) $250,000 in respect of all other such Debt at any time outstanding; and, provided, further, that any such Debt shall not otherwise be prohibited by -------- ------- the terms of the Loan Documents; (ve) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)7.02; provided, provided that no such Lien shall extend to or cover any Unencumbered Assets -------- Collateral or any assets other than the assets subject to such Capitalized Leases;; and (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viiif) the replacement, extension or renewal of any Lien permitted by clause clauses (iiic) through (e) above upon or in the same property theretofore subject thereto in connection with the replacement, extension or renewal (without increase in the amount or any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code UCC of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (ia) Liens created under the Loan Documents; (iib) Permitted Liens; (iiic) Liens existing on the Closing Date and described on Schedule 4.01(o7.1(c) hereto; (ivd) purchase money Liens upon or in Real Property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (a) such Liens shall be created not more than 180 days after the date of acquisition or completion of construction or improvement and (b) no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved and any attachments thereto and proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)7.2(e) at any time outstanding; (ve) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B7.2(f), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vif) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated arising in connection with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E7.2(n); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets of the relevant borrowing entity; (viiig) the replacement, extension or renewal of any Lien permitted by clause (iiic) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby; (h) Liens on assets of the Borrower or any of its Subsidiaries arising in connection with any Refinancing Debt Sale and Leaseback Transactions permitted under Section 5.02(b)(iii)(C7.5(h); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (xi) Liens securing Debt of on assets that are the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) abovesubject of, provided or are customarily subject to Liens relating to, Permitted Receivables Financings; provided, however, that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such no consensual Liens shall not exceed $5,000,000 in be permitted to exist, directly or indirectly, on any Securities Collateral, other than Liens granted pursuant to the aggregate outstanding at any one timeSecurity Documents.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its their Restricted Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdictionjurisdiction or with the STB, a financing statement or other filing that names such Loan Party the Parent, the Borrower or any of its their Restricted Subsidiaries as debtordebtor (other than any filing made by a lessor of property solely for protective purposes), or sign or suffer to exist, or permit any of its their Restricted Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statementstatement or other filing, or assign, or permit any of its their Restricted Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o5.02(a)(iii) heretohereto and any renewals, replacements or extensions of such Liens, provided that (x) the aggregate principal amount of the Debt, if any, secured by such Liens does not increase from that amount outstanding at the time of any such renewal, replacement or extension, (y) any such renewal, replacement or extension does not encumber any additional assets or properties of the Parent, the Borrower or any of their Restricted Subsidiaries and (z) any Debt secured by such renewed, replaced or extended Liens is permitted under Section 5.02(b); (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Restricted Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount be permitted under Section 5.02(b)(iii)(A5.02(b)(i)(I); (v) Liens arising in connection with Capitalized Leases Lease Obligations permitted under Section 5.02(b)(iii)(B5.02(b)(i)(I), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized LeasesLease Obligations; (vi) Liens on property of a Person existing at the time such Person is acquired byacquired, merged into or consolidated with any Loan Party the Parent, the Borrower or any Subsidiary of any Loan Party their Restricted Subsidiaries or becomes a Restricted Subsidiary of any Loan Party, the Parent or Borrower; provided that such Liens were not created in contemplation of such acquisition, merger, consolidation or acquisition investment and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party the Parent, the Borrower or such Restricted Subsidiary or so acquired by such Loan Party the Parent, the Borrower or such Restricted Subsidiary; (vii) Liens securing Non-Recourse Debt permitted existing or deemed to exist in connection with Securitization Transactions; provided, that any outstanding Term Advances shall be prepaid to the extent required under Section 5.02(b)(iii)(E)2.06; (viii) Liens on the replacement, extension or renewal of Collateral securing any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Credit Agreement Refinancing Debt permitted under Section 5.02(b)(iii)(C)Debt; (ix) Liens securing Permitted Recourse upon or in real and personal property or equipment of the Borrower or any of its Restricted Subsidiaries (the “RR Assets”) to secure Debt incurred solely under and for purposes consistent with Title V of the Railroad Revitalization and Regulatory Reform Act of 1976 as amended (45 U.S.C. 821 et seq.) (the “RR Act”), which Liens on such RR Assets may rank senior to the Liens of the Secured Obligations in favor of the Secured Parties (unless such Liens are in favor of a Loan Party or an Affiliate of a Loan Party (any such senior Lien referred to as an “XX Xxxx”)), and the Lenders hereby agree that the Collateral Agent is hereby authorized and directed (without the need for any further consent of the Lender Parties) to release the Lien in favor of the Lender Parties on any RR Assets upon which an XX Xxxx shall be granted in favor of holders of Debt permitted under Section 5.02(b)(vi), which Liens do 5.02(b)(i)(K) (so long as the release of the Lien on such RR Assets does not affect any direct constitute a release of all or indirect ownership interest substantially all of the Collateral (that secures the Obligations of the Loan Parties under the Loan Documents) in any Unencumbered Assettransaction or series of related transactions); andprovided, however, that (A) no XX Xxxx shall extend to or cover any property other than the RR Assets that are the subject of the project for which the Borrower or its Restricted Subsidiary has submitted a request to the Secretary of Transportation (or similar authority) under the RR Act for financial assistance (or the bridge Debt in lieu thereof) and (B) no extension, renewal or replacement of RR Liens shall extend to or cover any property or assets not theretofore subject to the XX Xxxx being extended, renewed or replaced; and provided further that the Debt secured by RR Liens permitted by this clause (ix) shall be permitted by and incurred solely under Section 5.02(b)(i)(K); (x) Liens securing Debt of the Borrower and its Subsidiaries on any Designated Fixed Assets or any other assets not expressly permitted by clauses constituting Collateral; and (ixi) through (viii) above, provided that such Liens do not affect on any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 Equity Interests in the aggregate outstanding at any one timeMeridian Speedway.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E) provided, however, that no such Lien shall extend to or cover any Unencumbered Asset or other Collateral (other than pursuant to the Collateral Documents); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viiiviiiix) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Restricted Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Restricted Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Restricted Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan DocumentsDocuments including Liens on the Qualifying Securities; (ii) Permitted Liens; (iii) other Liens incurred in the ordinary course of business securing obligations in an amount not to exceed $10,000,000; (iv) Liens existing on the date hereof and described on Schedule 4.01(o4.01(v) hereto; (ivv) purchase money non-recourse Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Restricted Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness non-recourse, tax-exempt Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such Alliance Credit Agreement 74 74 extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (vvi) Liens arising in connection with Capitalized Capital Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(G), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Capital Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (vi) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection the amount or change in any direct or contingent obligor) of the Debt secured thereby; (viii) Liens on personal property leased under leases (including synthetic leases) entered into by the Borrower which are accounted for as operating leases in accordance with any Refinancing Debt permitted GAAP to the extent not prohibited under Section 5.02(b)(iii)(C5.02(h); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi)easements, exceptions or reservations in any property of the Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which Liens are incidental to, and do not affect materially interfere with, the ordinary conduct of the business of the Borrower or any direct or indirect ownership interest in any Unencumbered Asset; andof its Restricted Subsidiaries; (x) Liens on documents of title and the property covered thereby securing Debt obligations in respect of letters of credit that are commercial letters of credit (i.e., obtained for the purpose of paying all or a portion of the purchase price of such property) to the extent not prohibited under Section 5.02(b); and (xi) Liens on property or assets of the Borrower and or any of its Restricted Subsidiaries securing Debt owing to the Borrower or to a Wholly Owned Restricted Subsidiary in an aggregate principal amount not expressly permitted by clauses (i) through (viii) above, to exceed $10,000,000; provided that no promissory note evidencing such Liens do not affect intercompany Debt shall be pledged to any Unencumbered Asset and other Person as security for any Debt or any other obligation of the amount of Debt secured by Borrower or such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeRestricted Subsidiary.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(ii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets Borrowing Base Property or assets other than the assets subject to such Capitalized Leases; (viv) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (viivi) other Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E5.02(b)(ii)(E) or Secured Recourse Debt permitted under Section 5.02(b)(ii)(F), provided that no such Lien shall extend to or cover any Borrowing Base Property or the Collateral other than Liens consisting of first priority mortgage liens on Student Housing Properties included as a Borrowing Base Property (including the rents, issues and profits therefrom), or any interest therein (including the rents, issues and profits therefrom), and related personal property; (viiivii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Assetcontingent obligor) of the Debt secured thereby; and (xviii) Liens securing Debt the Cullen Oaks Phase II Loan and encumbering only the Student Housing Properties located on the premises covered by the U of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeH ground lease.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted LiensLiens created under the Second Lien Loan Documents and the Special LC Facility Documents, subject to the terms of the Intercreditor Agreement, to the extent applicable; (iii) Liens described on Schedule 4.01(o) heretosecuring Debt, other than the Special LC Facility, permitted under Section 5.02(b)(iii), subject to the terms of the Intercreditor Agreement, to the extent applicable; (iv) purchase money Liens upon for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b); (v) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in equipment acquired the ordinary course of business securing obligations that (x) are not overdue for a period of more than 30 days and (y) individually or held by such Loan Party together with all other Permitted Liens outstanding on any date of determination do not materially adversely affect the use of the property to which they relate; (vi) pledges or any of its Subsidiaries deposits in the ordinary course of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (vii) deposits to secure the performance of bids, trade contracts and leases (other than Debt), 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; (viii) Liens securing judgments or the payment of money not constituting a Default under Section 6.01(g) or securing appeal or other surety bonds related to such judgments; (ix) Permitted Encumbrances; (x) purchase money Liens upon or in real property or equipment acquired or held by the Borrower or any Loan Party in the ordinary course of business securing the purchase price of such property or equipment or to secure Indebtedness securing Debt incurred by the Borrower or any Loan Party solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amountPermitted Acquisition; provided, however, that (a) no such Lien shall extend to or cover any property other than the property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore that is the subject to of the Lien being extended, renewed or replacedPermitted Acquisition; provided further that (b) the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (ivx) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(xii) at any time outstanding; (c) such Debt when incurred shall not exceed the purchase price of the property or equipment financed; and (d) such Debt shall not be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (vxi) Liens existing on the Closing Date and listed on Schedule 4.01(t) and any modifications, replacements, renewals or extensions thereof; provided that (A) the Lien does not extend to any additional property and (B) the renewal, extension or modification of the obligations secured or benefited by such Liens is permitted under the Loan Documents; (xii) Liens arising by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; (xiii) Liens arising from precautionary Uniform Commercial Code financing statements regarding, and any interest or title of a licensor, lessor or sublesser under, operating leases; (xiv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leasesimportation of goods; (vixv) pledges or deposits of cash or Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers of property, casualty or liability insurance in the ordinary course of business; (xvi) Liens existing on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary assets of any Loan Party or Person that becomes a Subsidiary of any Loan Party, or existing on assets acquired, pursuant to a Permitted Acquisition to the extent the Liens on such assets secured Debt permitted by Section 5.02(b)(vii); provided that such Liens were not created in contemplation attach at all times only to the same assets that such Liens attached to, and secure only the same Debt that such Liens secured, immediately prior to such Permitted Acquisition; (xvii) Liens placed upon the Equity Interests of such merger, consolidation or acquisition and do not extend any Subsidiary acquired pursuant to any assets other than those a Permitted Acquisition to secure Debt of the Person so merged into Borrower or consolidated any other Loan Party incurred pursuant to Section 5.02(b)(viii) in connection with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Permitted Acquisition; (xviii) Liens placed upon the Equity Interests of any Non-Recourse Subsidiary; (viixix) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) on the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered AssetSempra Collateral; and (xxx) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeBarge Mortgages.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accountsaccounts and inventory) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such any Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income; EXCLUDING, exceptHOWEVER, in from the case operation of the Loan Parties (other than foregoing restrictions the Parent Guarantor) and their respective Subsidiariesfollowing: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party the Parent Borrower or any of its Subsidiaries (other than the Sub Borrower) in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; providedPROVIDED, howeverHOWEVER, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further and PROVIDED FURTHER that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iviii) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii)(C) at any time outstanding and that any such Debt shall not otherwise be prohibited by the terms of the Loan Documents; (viv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(D), provided ; PROVIDED that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (viv) Liens existing on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition date hereof and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;described on Schedule 5.02 (viia) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E);hereto; and (viiivi) the replacement, extension or renewal of any Lien permitted by clause (iiiv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Restricted Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Restricted Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Restricted Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o4.01(v) hereto, provided, that no such Lien is spread to cover any additional property after the Effective Date and that the principal amount of Debt secured thereby is not increased; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Restricted Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising any interest or title of a lessor under any lease entered into by the Borrower or any other Restricted Subsidiary in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the ordinary course of its business and covering only the assets subject so leased (and related general intangibles and identifiable proceeds specifically related to such Capitalized Leasesassets); (vi) Liens securing Debt on property Property acquired by a Loan Party or on Property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Borrower or any Restricted Subsidiary of any Loan Party the Borrower or becomes a Restricted Subsidiary of any Loan Partythe Borrower, provided provided, that such Liens (other than replacement Liens permitted elsewhere herein) were not created in contemplation of such acquisition, merger, consolidation or acquisition investment and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party the Borrower or such Restricted Subsidiary or so acquired by such Loan Party the Borrower or such Restricted Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E)in respect of goods consigned to the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, provided, that such Liens are limited to the goods so consigned; (viii) the replacement, extension extension, or renewal of any Lien permitted by under clause (iii) or (vi) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with the amount or change in any Refinancing direct or contingent obligor) of the Debt permitted under Section 5.02(b)(iii)(C);secured thereby; and (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi5.02(l), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries Significant Subsidiary to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, including accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries Significant Subsidiary to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries Significant Subsidiary as debtor, or sign or suffer to exist, or permit any of its Subsidiaries Significant Subsidiary to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) any Liens (A) created pursuant to the Financing Documents (including Section 2.03(e)) and any refinancing, refunding, extension, renewal or replacement (without increase in the principal amount) of such Debt with respect to all Senior Debt Obligations or (B) securing Debt outstanding on the date hereof under the Loan DocumentsFirst Mortgage Bonds, or any refinancing, refunding, extension, renewal or replacement (without increase in the principal amount) of such Debt described in this clause (B); (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 4.01(o) hereto5.02(a); (iv) purchase money Liens upon or in real property, physical assets or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries Significant Subsidiary in the ordinary course of business to secure the purchase price of such real property, physical assets or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such real property, physical assets or equipment to be subject to such Liens, or Liens existing on any such real property, physical assets or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (A) such Lien is incurred and the Debt secured thereby is created prior to or within 90 days after the acquisition, completion of construction or completion of improvement thereof (as applicable), (B) no such Lien shall extend to or cover any property property, physical assets or equipment other than the real property, physical assets or equipment being acquired, constructed or improved, or any proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that (C) the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount exceed, when combined with all Capitalized Leases on Assets permitted under pursuant to Section 5.02(b)(iii)(A5.02(a)(v), at any time outstanding $150,000,000; (v) Liens arising in connection with Capitalized Leases in an aggregate principal amount, when combined with Debt secured by Liens permitted under pursuant to Section 5.02(b)(iii)(B5.02(a)(iv), not to exceed $150,000,000 at any time outstanding; provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets Assets subject to such Capitalized LeasesLeases and proceeds thereof; (vi) Liens on cash or Cash Equivalents (A) deposited in margin accounts with or on behalf of futures contract brokers or paid over to other contract counterparties or (B) pledged or deposited as collateral to a contract counterparty to secure obligations with respect to (1) contracts (other than for Debt) for commercial and trading activities in the ordinary course of business for the purchase, transmission, distribution, sale, storage, lease or hedge of any energy related commodity or (2) Hedge Agreements entered into for non-speculative purposes; (vii) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Borrower or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, Significant Subsidiary; provided that such Liens were not created in contemplation of such merger, merger or consolidation or acquisition and do not extend to any assets Assets other than those of the Person so merged into or consolidated with such Loan Party the Borrower or such Subsidiary or so acquired by such Loan Party or such Significant Subsidiary; (viiviii) Liens securing Non-Recourse Debt permitted granted by the Borrower or any Significant Subsidiary in favor of a commercial trading counterparty, a futures contract broker or other contract counterparty on accounts receivable arising under, commodities covered by, other obligations owed to, and other rights of the Borrower or such Significant Subsidiary, in each case, under Section 5.02(b)(iii)(E)any contract (other than for Debt) entered into in the ordinary course of business in connection with commercial and trading activities (including any netting agreement) to secure the Borrower’s or such Significant Subsidiary’s obligations under such contract; provided that such Liens are granted in the ordinary course of business and, when granted, do not secure obligations which are past due; (viiiix) Liens granted on cash or Cash Equivalents to defease Debt of the Borrower or any of its Subsidiaries; (x) Liens granted on cash or Cash Equivalents constituting proceeds from any sale or disposition of Assets that is not prohibited by Section 5.02(b) deposited in escrow accounts to secure Debt that may be deemed to arise as a result of agreements of the Borrower or any Significant Subsidiary providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, Assets or Equity Interests in any Subsidiary of the Borrower consummated not in contravention of the terms of Section 5.02(c) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by the Borrower in connection with such sale or disposition; (xi) the replacement, extension or renewal of any Lien permitted by clause (iii), (iv), (v) or (vii) above or clause (xiv) below upon or in the same property theretofore subject thereto thereto; (xii) Liens securing the issuance of First Mortgage Bonds issued after the date hereof in accordance with the terms and conditions of the First Mortgage Bond Indenture (as in effect on the date hereof, provided that the principal amount of First Mortgage Bonds issued under the First Mortgage Bond Indenture (including those issued prior to the date hereof) shall not exceed $750,000,000 in the aggregate; (xiii) Liens granted in favor of a financial institution on cash, checks, deposit accounts, securities accounts and Cash Equivalents of the Borrower or its Subsidiaries held by such financial institution from time to time to secure secured or unsecured Debt owed to such financial institution from time to time in connection with the extension of credit to the Borrower for the account of one or more employees or departments of the Borrower or its Affiliates in respect of costs and expenses incurred by such employees or departments in connection with the conduct of business on behalf of the Borrower or its Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; (xiv) Liens securing any tax exempt financing permitted to be incurred by the Borrower or any of its Subsidiaries to finance the acquisition, construction, installation or improvement of any capital or operating Assets of the Borrower or any of its Subsidiaries (or refinancings, extensions, renewals, replacements of any of the foregoing for the same or lesser amount); provided that the Liens shall not extend to or cover any property, physical asset or equipment other than such operating or capital Asset that is being acquired, constructed, installed or improved and other immaterial related Assets; (xv) Liens on Assets securing Debt with an aggregate outstanding principal or face amount not to exceed at any time 15% of Consolidated Net Tangible Assets of the Borrower (excluding its Subsidiaries); (xvi) Liens on Receivables incurred in connection with a Permitted Securitization; and (xvii) Liens on Assets arising in connection with any Refinancing Project Finance Debt; provided that no such Lien shall extend to or cover any Assets other than the Assets subject to such Project Finance Debt permitted under Section 5.02(b)(iii)(C); (ix) including Liens securing Permitted Recourse on revenues, proceeds and other customary ancillary Assets associated with such Project Finance Debt permitted under Section 5.02(b)(vi), which Liens do not affect and on any direct Equity Interests or indirect ownership interest other Investments in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeSubsidiary incurring Project Finance Debt).

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o4.01(p) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)Leases, provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E);Debt, provided that no such Lien shall extend to or cover any Collateral; and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension, refunding, refinancing or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. CreateThe Borrower shall not, incurdirectly or indirectly, assume create or suffer to exist, or permit any of its Subsidiaries to create, incur, assume create or suffer to exist, any Lien on upon or with respect to any of its assets of any character (includingProperties, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, in each case to secure or provide for the payment of any Indebtedness of any Person, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens or purchase money security interests upon or in equipment any Property acquired or held by such Loan Party the Borrower or any Subsidiary of its Subsidiaries the Borrower in the ordinary course of business to secure the purchase price of such equipment Property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Property; (ii) Liens existing on any such equipment Property at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that do not secure acquisition); (iii) Liens on Property of Persons which become Subsidiaries after the purchase price)Initial Funding Date securing Indebtedness existing, or extensionswith respect to any such Person, renewals or replacements of on the date such Person becomes a Subsidiary (other than any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than created in contemplation of such Person becoming a Subsidiary); (iv) Liens on Property of Persons which become Subsidiaries after the equipment being acquiredInitial Funding Date securing Indebtedness incurred by such Person after the date such Person becomes a Subsidiary; PROVIDED, and no such extensionHOWEVER, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by referred to in this clause (iv) secured by Liens shall not exceed the amount permitted under Section 5.02(b)(iii)(A);$10,000,000 at any time outstanding; and (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such any Lien shall extend to or cover any Unencumbered Assets or assets other than securing the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacementrenewal, extension or renewal refunding of any Indebtedness secured by any Lien permitted by clause (i), (ii), (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viiiiv) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent GuarantorParent) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o4.01(p) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B)Leases, provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E);Debt, provided that no such Lien shall extend to or cover any Borrowing Base Assets or other Collateral; and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension, refunding, refinancing or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or, or to its knowledge, suffer to exist, or permit any of its Subsidiaries to sign or file or to their knowledge suffer to exist, under the Uniform Commercial Code UCC of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Term Loan Collateral Documents; provided that such Liens only secure Debt permitted under Section 5.02(b)(i); (ii) Permitted LiensLiens created under the ABL Collateral Documents; provided that (A) such Liens only secure Debt permitted under Section 5.02(b)(ii) or obligations under Secured Hedge Agreements or in respect of Cash Management Agreements in each case as defined in the ABL Credit Agreement, (B) such Liens are subject to the terms of the Intercreditor Agreement, all such Liens (other than Liens on ABL Priority Collateral) rank second in priority to all Liens securing the Term Loan Obligations and (C) any lender or issuing bank (or any agent or trustee thereof, including the ABL Agent) with respect to such Debt shall have become a party to the Intercreditor Agreement as, and shall have the obligations of, an ABL Secured Party thereunder; (iii) Liens described on Schedule 4.01(o) heretoPermitted Liens; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(iii) at any time outstanding; (v) Liens arising by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; (vi) Liens arising from precautionary UCC financing statements regarding, and any interest or title of a licensor, lessor or sublessor under, any operating lease; (vii) pledges or deposits of Cash or Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers of property, casualty or liability insurance in the ordinary course of business; (viii) in connection with any Debt permitted under Section 5.02(b)(xi), Liens solely on the proceeds received or to be received by any Loan Party in connection with the termination of any insurance policy financed by such Debt; (ix) Liens arising under Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(v), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets property subject to such Capitalized Leases; (vix) Liens on property arising from UCC financing statements filed solely for obligations arising from the deferred purchase price of a Person existing at Property or services (x) not overdue by more than 120 days and incurred in the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation ordinary course of such mergerPerson’s business or (y) being contested in good faith by appropriate proceedings for which reserves and other appropriate provisions, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired if any, required by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered AssetGAAP shall have been made; and (xxi) other Liens securing incident to the ordinary course of business that are not incurred in connection with the incurrence of any Debt in respect of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the an aggregate amount of Debt secured by such Liens shall obligations with a value not to exceed $5,000,000 in the aggregate outstanding 500,000 at any one timetime outstanding.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code UCC of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries:: ​ (i) Liens created under the Loan Documents;Permitted Liens; ​ (ii) Permitted Liens;other Liens incurred in the ordinary course of business securing obligations in an amount not to exceed $25,000,000; ​ (iii) Liens existing on the date hereof and described on Schedule 4.01(o5.02(a) hereto;; ​ (iv) purchase money non-recourse Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness non- recourse, tax-exempt Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such ​ ​ extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Finance Leases and other Debt permitted under Section 5.02(b)(iii)(B5.02(b)(x), ; provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized LeasesFinance Leases and other Debt; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause pursuant to clauses (iii) through (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection the amount or change in any direct or contingent obligor) of the Debt secured thereby; ​ (vii) Liens on personal property leased under leases (including synthetic leases) entered into by the Borrower which are accounted for as operating leases in accordance with any Refinancing Debt permitted GAAP to the extent not prohibited under Section 5.02(b)(iii)(C5.02(h); ​ (viii) easements, exceptions or reservations in any property of the Borrower or any Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (ix) Liens on documents of title and the property covered thereby securing Permitted Recourse Debt permitted obligations in respect of letters of credit to the extent not prohibited under Section 5.02(b)(vi5.02(b), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and​ (x) Liens securing Debt on property or assets of the Borrower and or any of its Subsidiaries securing Debt owing to the Borrower or to a Wholly Owned Subsidiary that is a Subsidiary in an aggregate principal amount not expressly permitted by clauses (i) through (viii) above, to exceed $10,000,000; provided that no promissory note evidencing such intercompany Debt shall be pledged to any other Person as security for any Debt or any other obligation of the Borrower or such Subsidiary; ​ (xi) any Lien arising out of the L/C Cash Deposit Accounts under this Agreement or any other Liens do arising under substantially similar letter of credit cash deposit account arrangements, it being understood that any such cash deposit account is used to support then outstanding Letters of Credit and is not affect any Unencumbered Asset required to be funded or otherwise utilized to support the renewal of existing Letters of Credit or the issuance of new Letters of Credit; ​ (xii) assignments of the right to receive income or Liens that arise in connection with receivables securitization programs described, and in an aggregate principal amount not to exceed the amount of Debt secured by such Liens shall not exceed $5,000,000 specified therefor, in the aggregate outstanding Section 5.02(b)(xi) at any one time.time outstanding; ​ (xiii) Liens created pursuant to the Collateral Documents to secure the Obligations; ​ (xiv) [intentionally omitted]; (xv) protective UCC filings with respect to personal property leased by, or consigned to, the Borrower or any Subsidiary; and (xvi) normal and customary rights of setoff upon deposits of cash in favor of banks and other depository institutions. ​

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character properties (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such any Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (ia) Liens created under the Loan Documents; (iib) Permitted Liens; (iiic) Liens existing on the date hereof and described on Schedule 4.01(o7.1(c) hereto; (ivd) purchase money Liens upon or in equipment assets acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time within 180 days of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price)acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amountforegoing; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (ivd) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)7.2(d)(iii) at any time outstanding; (ve) Liens arising in connection with Capitalized Leases Capital Lease Obligations of the Borrower or any of its Subsidiaries permitted under Section 5.02(b)(iii)(B7.2(d), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized LeasesCapital Lease Obligations; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viiif) the replacement, extension or renewal of any Lien permitted by clause (iiic) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby provided that such replacement, extension or renewal does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) the proceeds thereof; (g) Liens securing any of the Indebtedness described in Section 7.2(b)(ii) and Section 7.2(c) that is owed by a Subsidiary of the Borrower that is not a Subsidiary Guarantor; (h) Liens existing on any asset of any Person at the time such Person becomes a Subsidiary or is merged or consolidated with or into a Subsidiary that (i) were not created in contemplation of or in connection with such event and (ii) do not extend to or cover any other property or assets of the Loan Parties, so long as any Indebtedness related to any such Liens as permitted under Section 7.2; (i) customary rights of set off, bankers’ liens, refunds or charge backs, under deposit agreements, the Uniform Commercial Code or common law, of banks or other financial institutions where Holdings or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business; (j) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business; provided that the same do not interfere in any material respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries; (k) licenses, sublicenses, leases or subleases with respect to any assets (including intellectual property) granted to third Persons in the ordinary course of business; provided that the same do not interfere in any material respect with the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries; (l) Liens which arise under Article 4 of the Uniform Commercial Code in any applicable jurisdictions on items in collection and documents and proceeds related thereto; (m) precautionary filings of financing statements under the Uniform Commercial Code of any applicable jurisdictions in respect of operating leases or consignments entered into by the Borrower or its Subsidiaries in the ordinary course of business; (n) Liens arising as a result of any agreement entered into in connection with a sale and leaseback transaction; (o) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or its Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted under this Agreement; (p) Liens on Capital Stock in joint ventures securing obligations of such joint ventures; (q) Liens on proceeds of insurance policies securing insurance premiums financing arrangements; provided, that such Liens are limited to the applicable unpaid insurance premiums; (r) Liens securing Indebtedness permitted under Section 7.2(d)(xiii); (s) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $5,000,000; and (t) Liens securing the Senior Secured Notes and Permitted Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi7.2(d)(i), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of each case subject to the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeIntercreditor Agreement.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(ii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (viv) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (viivi) other Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E5.02(b)(ii)(E);, provided that no such Lien shall extend to or cover any Collateral; and (viiivii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code UCC of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Restricted Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Restricted Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Restricted Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (ii) other Liens incurred in the ordinary course of business securing obligations in an amount not to exceed $25,000,000; (iii) Liens existing on the date hereof and described on Schedule 4.01(o5.02(a) hereto; (iv) purchase money non-recourse Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Restricted Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness non-recourse, tax-exempt Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Finance Leases and other Debt permitted under Section 5.02(b)(iii)(B5.02(b)(iii)(G), ; provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized LeasesFinance Leases and other Debt; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause clauses (iii) through (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection the amount or change in any direct or contingent obligor) of the Debt secured thereby; (vii) Liens on personal property leased under leases (including synthetic leases) entered into by the Borrower which are accounted for as operating leases in accordance with any Refinancing Debt permitted GAAP to the extent not prohibited under Section 5.02(b)(iii)(C5.02(h); (viii) easements, exceptions or reservations in any property of the Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (ix) Liens on documents of title and the property covered thereby securing Permitted Recourse Debt permitted obligations in respect of letters of credit to the extent not prohibited under Section 5.02(b)(vi5.02(b), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and; (x) Liens securing Debt on property or assets of the Borrower and or any of its Restricted Subsidiaries securing Debt owing to the Borrower or to a Wholly Owned Subsidiary that is a Restricted Subsidiary in an aggregate principal amount not expressly permitted by clauses (i) through (viii) above, to exceed $10,000,000; provided that no promissory note evidencing such intercompany Debt shall be pledged to any other Person as security for any Debt or any other obligation of the Borrower or such Restricted Subsidiary; (xi) any Lien arising out of the L/C Cash Deposit Accounts under this Agreement or any other Liens arising under substantially similar letter of credit cash deposit account arrangements, it being understood that any such cash deposit account is used to support then outstanding Letters of Credit and is not required to be funded or otherwise utilized to support the renewal of existing Letters of Credit or the issuance of new Letters of Credit; (xii) assignments of the right to receive income or Liens that arise in connection with receivables securitization programs described, and in an aggregate principal amount not to exceed the amount specified therefor, in Section 5.02(b)(iii)(H) at any time outstanding; (xiii) Liens created pursuant to the Collateral Documents to secure the Obligations; (A) Liens on the Collateral securing Permitted Junior Refinancing Debt, so long as such Liens do not affect any Unencumbered Asset are subject to the terms of the Second Lien Intercreditor Agreement and (B) Liens on the amount of Collateral securing Debt secured by permitted pursuant to Section 5.02(b)(i)(D)(ii), so long as such Liens shall are subject to the terms of the Second Lien Intercreditor Agreement; (xv) protective UCC filings with respect to personal property leased by, or consigned to, any Loan Party; (xvi) normal and customary rights of setoff upon deposits of cash in favor of banks and other depository institutions; (xvii) Liens on Capital Stock of any Unrestricted Subsidiary, solely to the extent such Capital Stock does not exceed $5,000,000 in constitute Collateral; and (xviii) Liens on the aggregate outstanding at any one time.Collateral securing Debt permitted pursuant to Section 5.02(b)(i)(E) (“Pari Passu Liens”), so long as such Liens are subject to the terms of an Intercreditor Agreement;

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E), provided that no such Lien shall extend to or cover any Unencumbered Asset; (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.

Liens, Etc. Create, incur, assume Create or suffer to exist, or permit any of its Subsidiaries to create, incur, assume create or suffer to exist, any Lien on or with respect to any of its assets of any character (includingproperties, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiariesthan: (i) Permitted Liens created under and Liens on assets of Subsidiaries of the Loan Documents;Borrower for the benefit of other Subsidiaries of the Borrower or for the benefit of the Borrower, (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment any assets acquired or held by such Loan Party the Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business to secure the purchase price of such equipment assets or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liensassets, or Liens existing on any such equipment assets at the time of or substantially contemporaneously with its acquisition (other than any such Liens created in contemplation of such acquisition that do were not secure incurred to finance the purchase price), acquisition of such assets) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; , provided, however, that no such Lien shall extend to or cover any property properties of any character other than the equipment assets being acquired, and no such extension, renewal or replacement shall extend to or cover any property properties not theretofore subject to the Lien being extended, renewed or replaced; provided further that . (iii) the aggregate principal amount of Liens existing on the Indebtedness secured by Liens permitted by this clause Effective Date and described on Schedule 5.02(a) hereto, (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party the Borrower or any Subsidiary of any Loan Party the Borrower or becomes a Subsidiary of any Loan Party, the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party the Borrower or such Subsidiary or so acquired by such Loan Party the Borrower or such Subsidiary;, (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viiiv) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; andcontingent obligor) of the Debt secured thereby, (xvi) Liens on any capital stock which is not Voting Stock, and on not more than 20% of the Voting Stock, of any Foreign Subsidiary securing Debt of the Borrower or any Foreign Subsidiary in an aggregate amount at any time outstanding for the Borrower and its all Foreign Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount to exceed 25% of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one time.Net Worth; and

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens existing on the Closing Date and described on Schedule 4.01(o4.01(q) hereto; (iv) purchase money Liens upon or in real property or equipment acquired or held by such Loan Party the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (a) such Liens shall be created not more than 180 days after the date of acquisition or completion of construction or improvement and (b) no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved and any attachments thereto and proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A)5.02(b)(v) at any time outstanding; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(vi), ; provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated arising in connection with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, Debt permitted under Sections 5.02(b)(xiv) and 5.02(b)(xvi); provided that no such Liens were not created in contemplation of such merger, consolidation or acquisition and do not Lien shall extend to or cover any Collateral or assets other than those the assets of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary;relevant borrowing entity; and (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E); (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect the amount or change in any direct or indirect ownership interest in any Unencumbered Asset; and (xcontingent obligor) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timethereby.

Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its assets properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries: (i) Liens created under the Loan Documents; (ii) Permitted Liens; (iii) Liens described on Schedule 4.01(o) hereto; (iv) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B5.02(b)(ii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets Collateral (including the Sweet Home Property) or assets other than the assets subject to such Capitalized Leases; (viv) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (viivi) other Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E5.02(b)(ii)(E) or Secured Recourse Debt permitted under Section 5.02(b)(ii)(F), provided that no such Lien shall extend to or cover any Collateral (including the Sweet Home Property); (viiivii) the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in connection with the amount or change in any Refinancing direct or contingent obligor) of the Debt permitted under Section 5.02(b)(iii)(C);secured thereby; and (ixviii) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi)the Cullen Oaks Phase II Loan and encumbering only the Student Housing Properties located on the premises covered by the U of H ground lease. Notwithstanding anything contrary herein or in any other Loan Document, which Liens do not affect no Loan Party will, at any time, create, incur, assume or suffer to exist, or permit any Lien on any direct or indirect ownership interest of Borrower or any Guarantor in any Unencumbered Asset; and (x) Liens securing Debt of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeBorrowing Base Property.

Liens, Etc. Create, incur, assume Create or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien on upon or with respect to any of its assets of any character (includingproperties, without limitationrights or other assets, accounts) whether now owned or hereafter acquired, or sign assign or file or suffer to exist, or permit otherwise transfer any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiariesthan: (i) Liens created under pursuant to the Loan Documents; (ii) Permitted LiensLiens existing on the date hereof, as set forth in Schedule VI to the Old Agreement, and the renewal and replacement of such liens, provided that any such renewal or replacement lien shall be limited to the property or assets covered by the lien renewed or replaced and the indebtedness secured by any such renewal or replacement lien shall be in an amount not greater than the amount of indebtedness secured by the lien renewed or replaced; (iii) Liens described on Schedule 4.01(ofor taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(b)(i) heretohereof; (iv) Liens created by operation of law, such as materialmen's liens, mechanics' liens and other similar liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(b)(ii) hereof; (v) deposits, pledges or Liens (other than liens arising under ERISA) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) restrictions on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money or (B) materially impair the value of such property or its use by any Loan Party in the normal conduct of such Loan Party's business; (vii) (A) purchase money Liens upon liens on or purchase money security interests in equipment acquired or held by such Loan Party or any of its Subsidiaries the Borrower in the ordinary course of its business to secure the purchase price of such equipment property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liensproperty, or Liens (B) liens or security interests existing on any such equipment property at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price)its acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that (1) no such Lien lien or security interests shall extend to or cover any other property other than of the equipment being acquiredBorrower, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to (2) the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause (iv) any such lien or security interest shall not exceed the amount permitted under Section 5.02(b)(iii)(A); (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii)(B), provided that no such Lien shall extend to or cover any Unencumbered Assets or assets other than the assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those 100% of the Person lesser of the fair market value or the cost of the property so merged into held or consolidated with such Loan Party or such Subsidiary or so acquired by such Loan Party or such Subsidiary; (vii) Liens securing Non-Recourse Debt permitted under Section 5.02(b)(iii)(E);acquired; and (viii) the replacement, extension or renewal of any other Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto in connection with any Refinancing Debt permitted under Section 5.02(b)(iii)(C); (ix) Liens securing Permitted Recourse Debt permitted under Section 5.02(b)(vi), which Liens do not affect any direct or indirect ownership interest in any Unencumbered Asset; and (x) Liens securing Debt favor of the Borrower and its Subsidiaries not expressly permitted by clauses (i) through (viii) above, provided that such Liens do not affect any Unencumbered Asset and the amount of Debt secured by such Liens shall not exceed $5,000,000 in the aggregate outstanding at any one timeLender.