Common use of Liens Clause in Contracts

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired or agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (iii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any time.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree acquired, except: (a) Liens securing payment of Indebtedness permitted under Section 7.2.2; (b) Liens granted prior to do any the Effective Date which are identified in Item 7.2.3 (“Existing Liens”) of the foregoing, other than the following (collectively, “Permitted Liens”):Disclosure Schedule; (ic) Liens in existence any Lien existing on the Closing Date and set forth on Schedule 7.3, and assets of any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or Person at the time it becomes a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof Subsidiary (and any renewalsnot created, replacements, refinancings assumed or extensions incurred by such Person in contemplation of such obligations that do not increase the outstanding principal amount thereofevent); (iid) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)f) Liens incurred in the ordinary course of business in connection with workerworkmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivg) judgment Liens for taxesin existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) other Liens incidental to the conduct of the Borrower’s or any of its Subsidiaries’ businesses (including without limitation, assessments Liens on goods securing trade letters of credit issued in respect of the importation of goods in the ordinary course of business, or other governmental charges the ownership of any of the Borrower’s or statutory obligations that are any Subsidiary’s property and assets which were not delinquent incurred in connection with the borrowing of money or remain payable without the obtaining of advances or credit and which do not in the aggregate materially detract from the value of the Borrower’s or any penalty of its Subsidiaries’ property or that are being contested assets or materially impair the use thereof in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so requiredthe operation of Borrower’s or any of its Subsidiaries’ businesses); (vi) any attachment or judgment Lien not constituting an Event Liens in favor of Default under Section 8.1(h)the Borrower on assets of its Subsidiaries, and Liens in favor of Subsidiaries of the Borrower on assets of the Borrower; (vij) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any industrial development or pollution control bonds so long as such Lien shall Liens attach solely to the property being acquired, constructed or improved with the proceeds of such bonds; and (k) any Lien not otherwise permitted by this Section 7.2.3 securing Indebtedness, provided that, immediately after giving effect thereto (and to the incurrence of such Indebtedness concurrently with or within ninety secured thereby), the sum of (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the without duplication and excluding any Indebtedness secured by such Lien shall not exceed 100% of the cost payable to the Borrower or such Subsidiary a Subsidiary) (i) the aggregate outstanding amount of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations Indebtedness of the Borrower and its Subsidiaries secured by all Liens described in clauses (b), (c) and (k) of this Section 7.2.3 (excluding any such Liens described in clauses (d) through (j) of this Section 7.2.3) and (ii) the Attributable Value of all Sale-Leaseback Transactions entered into by the Borrower and its Subsidiaries in the aggregate does not exceeding $1,000,000 in aggregate principal amount outstanding at any timeexceed 15% of Consolidated Net Tangible Assets.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) until the date of the initial Borrowing; Liens imposed securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred any Subsidiary in the ordinary course of business business, securing Indebtedness incurred or assumed for sums the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not constituting borrowed money that are at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not overdue for a period of more than thirty (30) days at the time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with workerworkmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivg) judgment Liens for taxes, assessments in existence less than 30 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent the payment of which is bonded or remain payable without any penalty or that are being contested covered in good faith full (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (vh) Liens in existence on the Sixth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any attachment extensions or judgment Lien not constituting an Event of Default under Section 8.1(h);renewals thereof; and (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of rights-of-way, reservations, licenses, encroachments, variations restrictions and other similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties incurred in the ordinary course of business and which, in the aggregate, do not interfering in any material respect materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower and its Subsidiaries, and or any Subsidiary or other interest or title of a lessor, sublessor, licensor or sublicensor the lessor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens operating leases securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at any timethe time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The Borrower Company will not, and will not permit or cause any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer permit to exist, exist any Lien upon on any Property or with respect to any part of its property or assets, whether asset now owned or hereafter acquired by it, or agree to do assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Security Documents; (b) any Lien on any property or asset of the foregoing, other than the following (collectively, “Permitted Liens”): (i) Liens in existence Company or any Restricted Subsidiary existing on the Closing Second Restatement Effective Date and set forth on in Schedule 7.37.02, and any extensions, renewals or replacements thereof; provided that any (i) such extension, renewal or replacement Lien shall be limited not apply to all any other property or a part asset of the property that secured the Company or any Restricted Subsidiary and (ii) such Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that which it secures secured on the date hereof (Second Restatement Effective Date and any renewalsextensions, replacements, refinancings or extensions of such obligations renewals and replacements thereof that do not increase the outstanding principal amount thereof); (iic) inchoate Liens imposed by lawany Governmental Authority for ad valorem taxes, such assessments or charges not yet due or (in the case of property taxes and assessments not exceeding $2,000,000 in the aggregate more than 90 days overdue) or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or the affected Restricted Subsidiaries, as Liens of the case may be, in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen materialmen’s, repairmen’s or other like Liens, and landlordsvendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, incurred arising in the ordinary course of business for sums not constituting borrowed money that which are not overdue for a period of more than thirty (30) 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments (including, without limitation, pre-judgment attachments) but only to the extent for which adequate reserves have been established in accordance with GAAP (if so required); (iii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result an amount and for a period not resulting in an Event of Default under Section 8.1(k)8(j) incurred in the ordinary course of business in connection with hereof; (e) pledges or deposits under worker’s compensation, unemployment insurance or and other forms of governmental insurance or benefits, or social security legislation; (f) deposits to secure the performance of letters of credit, bids, tenders, trade contracts (other than for borrowed money), leases (other than capital leases), statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations (other than obligations for borrowed money) entered into of a like nature incurred in the ordinary course of business; (ivg) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations restrictions and other similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not interfering material in any material respect amount, and which do not, in the aggregate, materially detract from the value of the Property of the Company and its Restricted Subsidiaries or interfere with the ordinary conduct of the business of the Borrower and Company or any of its Restricted Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ixh) additional Liens upon real and/or personal Property created after the Second Restatement Effective Date, provided that the aggregate amount of obligations secured thereby shall not exceed $40,000,000; (i) Liens created consisting of bankers’ liens and rights of setoff, in connection each case, arising by operation of law, and Liens on documents presented in letters of credit drawings; (j) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Restricted Subsidiary, provided that (i) such Liens secure Indebtedness permitted by Section 7.01(i), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Restricted Subsidiary; (k) Liens on the Collateral securing Indebtedness permitted pursuant to Section 7.01(c), so long as at the time of the incurrence of such Indebtedness the holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into a First Lien Intercreditor Agreement with the Guaranty FundAdministrative Agent agreeing that such Liens are subject to the terms thereof; and (xl) Liens on any property or assets securing Indebtedness permitted pursuant to Section 7.01(f). Notwithstanding the foregoing, the Company will not permit the Company’s headquarters building listed in Section 10.01(a)(i) to be subject to any Liens to secure Indebtedness for money borrowed other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 than Indebtedness described in aggregate principal amount outstanding at any timeSection 7.01(i).

Liens. The Borrower will not, and will not permit or cause any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):except: (ia) Liens in existence existing on the Closing Date and set forth on identified in Item 7.2.2(b) ("Ongoing Liens") of the Disclosure Schedule 7.3, and any extensions, extensions and renewals or replacements thereof; provided that any no such extension, extension or renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)obligations secured by such Lien, extend such Lien to additional assets or otherwise result in a Default hereunder; (iib) Liens imposed by securing payment of the Obligations or any obligation under any Rate Protection Agreement granted pursuant to any Loan Document; (c) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (c) of Section 7.2.2; (d) Liens for taxes, assessments or other governmental charges or levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens of carriers, warehousemen, mechanics, repairmen, materialmen, contractors, laborers and landlords or other like Liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)f) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credittenders, bids, tenders, statutory or regulatory obligations, surety and appeal bonds, leases, public or statutory insurance obligations, government leases and contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivg) judgment Liens for taxesin existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full by a bond or a letter of credit or (subject to a customary deductible) by insurance maintained with responsible insurance companies and Liens in existence less than 30 days, assessments which Liens secure any such bond or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance reimbursement obligation with GAAP (if so required)respect to such letter of credit; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vii) Liens securing with respect to minor imperfections of title and easements, rights-of-way, restrictions, reservations, permits, servitudes and other similar encumbrances on real property and fixtures which do not materially detract from the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) value or materially impair the use by the Borrower or any such Lien shall attach to Restricted Subsidiary in the ordinary course of their business of the property being acquiredsubject thereto; (ii) in the case of any property covered by a Mortgage, constructed encumbrances disclosed in the title insurance policy issued to, and reasonably approved by the Agents insuring the Mortgage; and (iii) in the case of any property covered by a Mortgage, upon certification by the Borrower that an easement, right-of-way, restriction, reservation, permit, servitude or improved with other similar encumbrance granted or to be granted by the Borrower or any such Indebtedness concurrently with Restricted Subsidiary does not materially detract from the value of or within ninety (90) days after materially impair the acquisition (or completion of construction or improvement) or the refinancing thereof use by the Borrower or such Subsidiary, (y) Restricted Subsidiary in the amount ordinary course of its business of the Indebtedness secured by property subject to or to be subject to such Lien encumbrance, the Administrative Agent shall not exceed 100% of the cost execute such documents as are reasonably requested to the Borrower or subordinate its Mortgage to such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing sourceencumbrance; (viii) with respect to any Realty occupied by the Borrower leases or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses subleases granted by the Borrower or any of its Restricted Subsidiaries to third parties any other Person in the ordinary course of business business; (j) Liens in the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by Section 7.2.2, in each case in favor of the trustee under such indenture and not interfering in any material respect with securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the business terms thereof; (k) Liens of sellers of goods to the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor Restricted Subsidiaries arising under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations Article 2 of the Borrower UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any time.securing only the unpaid purchase price for such goods and related expenses;

Liens. The Borrower Company will not, and nor will not it permit or cause any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon in, of or with respect to on the Property of the Company or any part of its property Restricted Subsidiaries, except: 10.6.1 Liens securing all Secured Obligations; 10.6.2 Liens for taxes, assessments or assets, whether now owned governmental charges or hereafter acquired or agree to do any of levies on its Property if the foregoing, other than the following (collectively, “Permitted Liens”): same (i) Liens in existence on shall not at the Closing Date and set forth on Schedule 7.3time be delinquent or thereafter can be paid without penalty, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) are disclosed on Schedule 5.6, or (iii) are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books; 10.6.3 Liens imposed by law, such as Liens of landlords’, wage earners’, carriers’, warehousemen, ’s and mechanics, materialmen ’ liens and landlords, incurred other similar liens arising in the ordinary course of business for sums which secure payment of obligations not constituting borrowed money that are not overdue for a period of more than thirty (30) 45 days past due or that which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)Agreement Accounting Principles shall have been set aside on its books; (iii) 10.6.4 Liens (other than any Lien imposed by ERISA, the creation arising out of pledges or incurrence of which would result in an Event of Default deposits under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensationcompensation laws, unemployment insurance insurance, old age pensions, or other forms of governmental insurance social security or retirement benefits, or similar legislation; 10.6.5 Liens as described in Schedule 10.6; 10.6.6 deposits securing liability to insurance carriers under insurance or self-insurance arrangements; 10.6.7 deposits to secure the performance of letters of credit, bids, tenderstrade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations (other than obligations for borrowed money) entered into of a like nature incurred in the ordinary course of business; (iv) Liens for taxes10.6.8 easements, assessments reservations, rights-of-way, restrictions, survey or title exceptions and other governmental charges similar encumbrances as to real property of the Company and its Restricted Subsidiaries which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not materially interfere with the conduct of the business of the Company or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)such Restricted Subsidiary conducted at the property subject thereto; 10.6.9 purchase money Liens securing Permitted Purchase Money Indebtedness (v) as defined in Section 10.5); provided, that such Liens shall not apply to any attachment property of the Company or judgment Lien not constituting an Event its Restricted Subsidiaries other than that purchased with the proceeds of Default under Section 8.1(h)such Permitted Purchase Money Indebtedness; (vi) 10.6.10 Liens existing on any asset of any Restricted Subsidiary of the Company at the time such Restricted Subsidiary becomes a Restricted Subsidiary and not created in contemplation of such event; 10.6.11 Liens on any asset securing Indebtedness incurred or assumed for the purchase money Indebtedness permitted under Section 7.2(iv), purpose of financing or refinancing all or any part of the cost of acquiring or constructing such asset; provided that (x) any such Lien shall attach attaches to the property being acquired, constructed or improved with such Indebtedness asset concurrently with or within ninety eighteen (9018) days months after the acquisition (or completion or construction thereof; 10.6.12 Liens existing on any asset of construction any Restricted Subsidiary of the Company at the time such Restricted Subsidiary is merged or improvement) consolidated with or into the refinancing Company or any Restricted Subsidiary and not created in contemplation of such event; 10.6.13 Liens existing on any asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary and not created in contemplation thereof; provided that such SubsidiaryLiens do not encumber any other Property or assets; 10.6.14 Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted under Sections 10.6.9 through 10.6.13; provided that (ya) such Indebtedness is not secured by any additional assets, and (b) the amount of the such Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien is not increased; 10.6.15 Liens on the assets of any Subsidiaries of Propel Acquisition LLC securing the Propel Indebtedness; and 10.6.16 Liens securing Indebtedness permitted by Section 10.5.17; provided that the holder(s) of such Indebtedness and the Collateral Agent shall not encumber have entered into an intercreditor agreement with respect to such Liens (and the assets subject to such Liens) that is in form and content acceptable to the Required Holders. In addition, no Credit Party shall become a party to any agreement, note, indenture or other instrument, or take any other property action, which would prohibit the creation of the Borrower or a Lien on any of its Subsidiaries except Properties or other assets then being financed solely by in favor of the same financing source; Collateral Agent for the benefit of the Secured Parties; provided, however, that any agreement, note, indenture or other instrument in connection with purchase money Indebtedness (viiincluding Capitalized Leases) for which the related Liens are permitted hereunder may prohibit the creation of a Lien in favor of the Collateral Agent for the benefit of the Secured Parties with respect to any Realty occupied by the Borrower assets or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair Property obtained with the use proceeds of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeIndebtedness.

Liens. The Borrower will not, and will Company shall not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property or assetsproperties, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):except: (ia) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions only in) assets acquired to secure Debt incurred to finance the acquisition of such obligations that do not increase the outstanding principal amount thereof)assets; (iib) statutory and common law banker’s Liens on bank deposits; (c) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiid) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)e) Liens incurred in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (f) judgment Liens in existence less than thirty (30) days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered (subject to a customary deductible) by insurance; (g) zoning restrictions, easements, licenses, covenants, reservations, utility company rights, restrictions on the use of real property or minor irregularities of title incident thereto which do not in the aggregate materially detract from the value of the property or assets of the Company or any Subsidiary or materially impair the operation of its business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vih) Liens securing the purchase money Indebtedness Off-Balance Sheet Liabilities otherwise permitted under Section 7.2(ivthis Agreement (and all refinancing and recharacterizations thereof). (i) Liens existing on any capital asset of any Person at the time such Person is merged or consolidated with or into, or otherwise acquired by, the Company or any Material Subsidiary and not created in contemplation of such event; provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall Liens do not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower and such merger, consolidation or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license acquisition is otherwise permitted under this Agreement; (ixj) Liens existing on any capital asset prior to the acquisition thereof by the Company or any Material Subsidiary and not created in connection contemplation thereof; provided that such Liens do not encumber any other property or assets; (k) Liens existing as of the Closing Date or ,with respect to any Material Subsidiary, such later date as such Person shall become a Material Subsidiary; (l) Liens securing Project Finance Debt otherwise permitted under this Agreement; (m) Liens arising out of the Guaranty Fundrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses (h), (i), (j), (k) or (l); provided that (i) such debt is not secured by any additional assets and (ii) the amount of such Debt secured by any such Lien is otherwise permitted under this Agreement; (n) Liens securing the Obligations under the Credit Documents; and (xo) other Liens securing obligations in an aggregate amount not in excess of $500,000,000. In addition, the Borrower Company will not, and its Subsidiaries will not exceeding $1,000,000 in aggregate principal amount outstanding at permit any timeSubsidiary to, create, incur, assume or suffer to exist any Lien on the Equity Interests of any Material Subsidiary other than Liens permitted to exist under clauses (c), (d), (e), (f) or (n) above.

Liens. The Borrower will not, and nor will not it permit or cause any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, assets or assetsrevenues, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following following: (collectivelya) Liens arising under the Loan Documents; (b) Liens existing on the Amendment and Restatement Effective Date and listed on Schedule 6.02 and any renewals or extensions thereof, “Permitted Liens”):provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 6.01(b), (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b); (c) Liens for Taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with (i) workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by XXXXX, and (ii) public utility services provided to the Borrower or a Subsidiary; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(j); (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereofsecuring Indebtedness permitted under Section 6.01(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such extensionIndebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, renewal or replacement Lien shall be limited to all or a part whichever is lower, of the property being acquired on the date of acquisition; (j) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that secured becomes a Subsidiary after the Original Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien so extendedis not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, renewed as the case may be, (ii) such Lien shall not apply to any other property or replaced assets of the Borrower or any Subsidiary and (plus any improvements on iii) such property) and Lien shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof); (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) Liens imposed by law, such in favor of a banking institution arising as Liens a matter of carriers, warehousemen, mechanics, materialmen and landlords, incurred law encumbering deposits (including the right of setoff) that are customary in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)banking industry; (iiil) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease leases or license licenses permitted under by this AgreementAgreement that are entered into in the ordinary course of business; (ixm) Liens created leases, licenses, subleases or sublicenses granted to others in connection the ordinary course of business that do not (i) interfere in any material respect with the Guaranty Fund; and (x) other Liens securing obligations ordinary conduct of the business of the Borrower and its Subsidiaries not exceeding $1,000,000 Subsidiaries, or (ii) secure any Indebtedness; (n) Liens in aggregate principal amount outstanding at favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (o) Liens in favor of Xxxxx Fargo Bank, National Association on cash collateral pledged to secure the Existing Letters of Credit and the Existing Bank Products; (p) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (q) any timezoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (r) Liens securing financing arrangements with respect to insurance premiums.

Liens. The Borrower Company will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):except: (i) Liens in existence on for taxes, assessments or other governmental charges or levies not at the Closing Date and set forth on Schedule 7.3, and any extensions, renewals time delinquent or replacements thereof; provided that any such extension, renewal thereafter payable without penalty or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its books; (ii) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or, if so required)overdue, being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (iii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed moneyDebt) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (iv) judgment Liens in existence for taxes, assessments less than 15 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested the payment of which is covered in good faith full (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (v) any attachment the Liens of the lessee created or judgment Lien not constituting an Event of Default under Section 8.1(h)permitted by Ordinary Leases; (vi) Liens securing the any purchase money Liens on property acquired or held by the Company or any Subsidiary in the ordinary course of business, securing Indebtedness permitted under Section 7.2(iv)incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided, provided that (xi) any such Lien shall attach attaches to the such property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety twenty (9020) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiarythereof, (yii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of the Indebtedness secured by such Lien shall thereby does not exceed 100% of the cost to the Borrower or of such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing sourceproperty, and (ziv) any the aggregate amount of all such Lien Indebtedness on a consolidated basis for the Company and its Subsidiaries shall not encumber at any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source;time exceed $1,000,000.00; and (vii) with respect to any Realty occupied by Liens securing the Borrower or any payment of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license Debt permitted under this Agreement; Section 5.12 (ix) Liens created in connection with the Guaranty Fund; and other than Section 5.12(b)), PROVIDED that (x) other no such Debt is incurred pursuant to a Secured Credit Agreement and (y) such Liens securing obligations shall be permitted only if the aggregate amount of all Debt secured by such Liens does not exceed 15% of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeCompany's Tangible Net Worth as of the end of the most recently completed fiscal quarter of the Company.

Liens. The Borrower will not, and will not permit or cause any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiic) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)d) Liens incurred in the ordinary course of business in connection with workerworkmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ive) judgment Liens for taxes, assessments in existence less than 30 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested the payment of which is covered in good faith full (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vif) Liens on cash or cash-equivalents securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property Hedging Obligations of the Borrower or any of its Restricted Subsidiaries except assets then being financed solely by not in excess in the same financing sourceaggregate of $50,000,000 for all such cash and cash equivalents; (viig) with respect Liens in favor of the United States of America or any state thereof or any department, agency, instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payments pursuant to any Realty occupied contract or statute; (h) Liens required by any contract or statute in order to permit the Borrower or a Restricted Subsidiary to perform any contract or subcontract made by it with or at the request of the United States of America, any state or any department, agency or instrumentality or political subdivision of either; (i) Liens which exist prior to the time of acquisition upon any assets acquired by the Borrower or any Restricted Subsidiary (including Liens on assets of its Subsidiaries, all easements, rights any Person at the time of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use acquisition of the capital stock or assets of such property for its intended purposes Person or the value thereof; (viii) any leases, subleases, licenses a merger with or sublicenses granted consolidation with such Person by the Borrower or any a Restricted Subsidiary), provided that (i) the Lien shall attach solely to the assets so acquired (or of its Subsidiaries to third parties the Person so acquired, merged or consolidated), and (ii) in the ordinary course case of business Liens securing Indebtedness the aggregate principal amount of all Indebtedness of Restricted Subsidiaries secured by such Liens shall be permitted by the limitations set forth in Section 7.2.5; (j) Liens securing Indebtedness owing by any Restricted Subsidiary to the Borrower; (k) Liens under operating agreements, unitization agreements, pooling orders, and similar arrangements; (l) Liens set forth on Schedule 7.2 which are existing on the Effective Date; (m) Liens on debt of or equity interests in a Person that is not interfering a Restricted Subsidiary; (n) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any material respect with Lien referred to in the business foregoing clauses of this Section or of any Indebtedness secured thereby; provided that in the case of Liens securing Indebtedness, the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement Lien shall be limited to all or part of substantially the same property or revenue subject of the Lien extended, renewed or replaced (plus improvements on such property); and (o) additional Liens upon assets of the Borrower and its SubsidiariesRestricted Subsidiaries created after the date hereof, provided that (i) the aggregate Indebtedness secured thereby and any interest incurred on or title after the date hereof shall not exceed two and one-half percent (2 1/2%) of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created Stockholders’ Equity in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeone time outstanding and (ii) that such Liens do not encumber or attach to any equity interest in a Restricted Subsidiary.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired or agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (iii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 20,000,000 in aggregate principal amount outstanding at any time.

Liens. The Borrower Company will not, and will not permit or cause any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer permit to exist, exist any Lien upon on any Property or with respect to any part of its property or assets, whether asset now owned or hereafter acquired by it, or agree to do assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Security Documents; (b) any Lien on any property or asset of the foregoing, other than the following (collectively, “Permitted Liens”): (i) Liens in existence Company or any Restricted Subsidiary existing on the Closing Third Restatement Effective Date and set forth on in Schedule 7.37.02, and any extensions, renewals or replacements thereof; provided that any (i) such extension, renewal or replacement Lien shall be limited not apply to all any other property or a part asset of the property that secured the Company or any Restricted Subsidiary and (ii) such Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that which it secures secured on the date hereof (Third Restatement Effective Date and any renewalsextensions, replacements, refinancings or extensions of such obligations renewals and replacements thereof that do not increase the outstanding principal amount thereof); (iic) inchoate Liens imposed by lawany Governmental Authority for ad valorem taxes, such assessments or charges not yet due or (in the case of property taxes and assessments not exceeding $2,000,000 in the aggregate more than 90 days overdue) or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or the affected Restricted Subsidiaries, as Liens of the case may be, in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen materialmen’s, repairmen’s or other like Liens, and landlordsvendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, incurred arising in the ordinary course of business for sums not constituting borrowed money that which are not overdue for a period of more than thirty (30) 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments (including, without limitation, pre-judgment attachments) but only to the extent for which adequate reserves have been established in accordance with GAAP (if so required); (iii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result an amount and for a period not resulting in an Event of Default under Section 8.1(k)8(j) incurred in the ordinary course of business in connection with hereof; (e) pledges or deposits under worker’s compensation, unemployment insurance or and other forms of governmental insurance or benefits, or social security legislation; (f) deposits to secure the performance of letters of credit, bids, tenders, trade contracts (other than for borrowed money), leases (other than capital leases), statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations (other than obligations for borrowed money) entered into of a like nature incurred in the ordinary course of business; (ivg) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations restrictions and other similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not interfering material in any material respect amount, and which do not, in the aggregate, materially detract from the value of the Property of the Company and its Restricted Subsidiaries or interfere with the ordinary conduct of the business of the Borrower and Company or any of its Restricted Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ixh) additional Liens upon real and/or personal Property created after the Third Restatement Effective Date, provided that the aggregate amount of obligations secured thereby shall not exceed $40,000,000; (i) Liens created consisting of bankers’ liens and rights of setoff, in connection each case, arising by operation of law, and Liens on documents presented in letters of credit drawings; (j) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Restricted Subsidiary, provided that (i) such Liens secure Indebtedness permitted by Section 7.01(k), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Restricted Subsidiary; (k) Liens on the Collateral securing Indebtedness permitted pursuant to Section 7.01(c), so long as at the time of the incurrence of such Indebtedness the holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into a First Lien Intercreditor Agreement with the Guaranty FundAdministrative Agent agreeing that such Liens are subject to the terms thereof; and (xl) Liens on any property or assets securing Indebtedness permitted pursuant to Section 7.01(f). Notwithstanding the foregoing, the Company will not permit the Company’s headquarters building listed in Section 10.01(a)(i) to be subject to any Liens to secure Indebtedness for money borrowed other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 than Indebtedness described in aggregate principal amount outstanding at any timeSection 7.01(i).

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations or any Hedging Obligations owed to any Lender or any Affiliate of any Lender, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) Liens imposed by granted to secure payment of Ongoing Indebtedness permitted and described in clause (f) of Section 7.2.2 or Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) Liens for taxes, assessments or other governmental charges or levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiid) Liens of carriers, warehousemen, mechanics, repairmen, materialmen and landlords or other like liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)e) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory insurance obligations, government leases and contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivf) judgment Liens for taxes, assessments in existence less than 30 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent the payment of which is covered in full by a bond or remain payable without any penalty or that are being contested in good faith (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vig) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied recorded minor imperfections of title and easements, rights-of-way, restrictions, reservations, permits, servitudes and other similar encumbrances on real property and fixtures which do not materially detract from the value or materially impair the use by the Borrower or any such Subsidiary in the ordinary course of its Subsidiaries, all easements, rights their business of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereofsubject thereto; (viiih) any leases, subleases, licenses leases or sublicenses subleases granted by the Borrower or any of its Subsidiaries to third parties any other Person in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundbusiness; and (xi) other Liens securing obligations in the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by Section 7.2.2, in each case in favor of the Borrower trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeexpenses and to indemnify it under the terms thereof.

Liens. The Borrower Company will not, and will not permit or cause any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer permit to exist, exist any Lien upon on any Property or with respect to any part of its property or assets, whether asset now owned or hereafter acquired by it, or agree to do assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Security Documents; (b) any Lien on any property or asset of the foregoing, other than the following (collectively, “Permitted Liens”): (i) Liens in existence Company or any Restricted Subsidiary existing on the Closing Restatement Effective Date and set forth on in Schedule 7.37.02, and any extensions, renewals or replacements thereof; provided that any (i) such extension, renewal or replacement Lien shall be limited not apply to all any other property or a part asset of the property that secured the Company or any Restricted Subsidiary and (ii) such Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that which it secures secured on the date hereof (Restatement Effective Date and any renewalsextensions, replacements, refinancings or extensions of such obligations renewals and replacements thereof that do not increase the outstanding principal amount thereof); (iic) inchoate Liens imposed by lawany Governmental Authority for ad valorem taxes, such assessments or charges not yet due or (in the case of property taxes and assessments not exceeding $2,000,000 in the aggregate more than 90 days overdue) or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or the affected Restricted Subsidiaries, as Liens of the case may be, in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen materialmen’s, repairmen’s or other like Liens, and landlordsvendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, incurred arising in the ordinary course of business for sums not constituting borrowed money that which are not overdue for a period of more than thirty (30) 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments (including, without limitation, pre-judgment attachments) but only to the extent for which adequate reserves have been established in accordance with GAAP (if so required); (iii) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result an amount and for a period not resulting in an Event of Default under Section 8.1(k)8(j) incurred in the ordinary course of business in connection with hereof; (e) pledges or deposits under worker’s compensation, unemployment insurance or and other forms of governmental insurance or benefits, or social security legislation; (f) deposits to secure the performance of letters of credit, bids, tenders, trade contracts (other than for borrowed money), leases (other than capital leases), statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations (other than obligations for borrowed money) entered into of a like nature incurred in the ordinary course of business; (ivg) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations restrictions and other similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not interfering material in any material respect amount, and which do not, in the aggregate, materially detract from the value of the Property of the Company and its Restricted Subsidiaries or interfere with the ordinary conduct of the business of the Borrower and Company or any of its Restricted Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ixh) additional Liens upon real and/or personal Property created after the Restatement Effective Date, provided that the aggregate amount of obligations secured thereby shall not exceed $40,000,000; (i) Liens created consisting of bankers’ liens and rights of setoff, in connection each case, arising by operation of law, and Xxxxx on documents presented in letters of credit drawings; (j) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Restricted Subsidiary, provided that (i) such Liens secure Indebtedness permitted by Section 7.01(k), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Restricted Subsidiary; (k) Liens on the Collateral securing Indebtedness permitted pursuant to Section 7.01(c), so long as at the time of the incurrence of such Indebtedness the holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into a First Lien Intercreditor Agreement with the Guaranty FundAdministrative Agent agreeing that such Liens are subject to the terms thereof; (l) Liens on any property or assets securing Indebtedness permitted pursuant to Section 7.01(f); and (xm) other Liens securing obligations on assets of the Borrower a Securitization Entity and its Subsidiaries not exceeding $1,000,000 Securitization Assets, in aggregate principal amount outstanding at any timeeach case, in connection with a Permitted Securitization Financing permitted pursuant to Section 7.01(l).

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations, other than the following (collectively, “Permitted Liens”):granted pursuant to any Loan Document; (ib) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited granted to all or a part secure payment of Indebtedness of the property that secured the Lien so extended, renewed or replaced type permitted and described in clause (plus any improvements on such propertyd) of Section 7.2.2 (and shall secure securing only those obligations assets that it secures on are the date hereof (and any renewals, replacements, refinancings or extensions subject of such obligations that do not increase the outstanding principal amount thereofCapitalized Lease Liabilities); (iic) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiid) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue for a period of not more than 60 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)e) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (f) Liens in existence on the date hereof listed on Item 7.2.4(f) (Existing Liens) of the Disclosure Schedule, and replacement Liens securing any Refinanced Indebtedness permitted by clause (g) of Section 7.2.2 or any Refinanced Guarantee Obligation permitted by clause (a) of Section 7.2.3, provided that no such Lien (or replacement Lien) is spread to cover any additional property or assets after the Closing Date and that the amount of Indebtedness or Guarantee Obligations (or Refinanced Indebtedness or Refinanced Guarantee Obligations) secured thereby is not increased; (g) Liens securing Indebtedness of Subsidiaries of the Borrower permitted by clause (d) of Section 7.2.2 incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property at the time it was acquired; (h) Liens for taxeson the property or assets of a Person which becomes or is merged with or into a Subsidiary of the Borrower after the date hereof securing Indebtedness permitted by clause (h) of Section 7.2.2, assessments provided that (A) such Liens existed at the time such Person became or was merged with or into a Subsidiary and were not created in anticipation thereof, (B) any such Lien is not spread to cover any property or assets of such Person after the time such Person becomes or is merged with or into a Subsidiary, and (C) the amount of Indebtedness secured thereby is not increased; (i) Liens (not otherwise permitted hereunder) on assets of the Subsidiary Guarantors which secure obligations not exceeding $5,000,000 in aggregate amount at any time outstanding and Liens (not otherwise permitted hereunder) on assets of the Foreign Subsidiaries and Xxxxxxx securing Indebtedness permitted by clause (f)(ii) of Section 7.2.2; (j) Liens on Sold Receivables created pursuant to the Receivables Purchase Documents; (k) easements, rights of way, restrictions and other similar charges or encumbrances which do not secure any obligations or interfere in any material respect with the ordinary conduct of business of the Borrower and its Subsidiaries or the Revolving Credit Borrowers and their respective Subsidiaries, in each case taken as a whole; (l) any Lien arising pursuant to any order of attachment, distraint or other governmental charges legal process arising in connection with court or statutory obligations that are not delinquent arbitration proceedings so long as the execution or remain payable without any penalty or that other enforcement thereof is effectively stayed, the claims secured thereby are being contested in good faith by appropriate proceedings and for which proceedings, adequate reserves have been established with respect to such claims in accordance with GAAP (if so required);and no Default would occur as a result thereof; and (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vim) Liens securing the purchase money Indebtedness permitted arising under Section 7.2(iv), provided that (x) licensing agreements entered into by any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business for the use of Intellectual Property or other intangible assets of such Subsidiary, and not interfering settlements, permissions, consents to use, and other similar agreements concerning Intellectual Property or judgements adjudicating rights in any material respect with the business Intellectual Property; provided, however, that none of the Borrower and its Subsidiaries, and Liens permitted by clauses (i) or (j) of this Section 7.2.4 shall encumber any interest Collateral or title of a lessor, sublessor, licensor or sublicensor under subject any lease or license permitted under this Agreement; (ix) Liens created in connection with Collateral to the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeterms thereof.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries (other than any Subject Subsidiary) to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree acquired, except: (a) Liens granted prior to do any the Effective Date to secure payment of Indebtedness of the foregoing, other than the following type permitted and described in clause (collectively, “Permitted Liens”): b) of Section 7.2.2; (ib) Liens in existence on for taxes, assessments or other governmental charges or levies not at the Closing Date and set forth on Schedule 7.3, and any extensions, renewals time delinquent or replacements thereof; provided that any such extension, renewal thereafter payable without penalty or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP shall have been set aside on its books; (if so required); (iiic) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (d) encumbrances created by production sales contracts, joint operating agreements and other contracts entered into in the normal course of Borrower's business for exploration, development and/or operation of the Borrower's properties; (e) easements, servitudes and other rights of user which do not materially interfere with the use of such assets; (f) other minor burdens and defects of or in title which do not secure the payment of money, other than any Lien imposed by ERISAas described in clause (a); (g) those and only those lease burdens previously disclosed to the Lenders in writing and existing operating agreements, farmout agreements and other agreements and contractual obligations related to the creation or incurrence of which would result in an Event of Default under Section 8.1(k)Borrower's properties; (h) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; business or to secure obligations on surety or appeal bonds; (ivi) judgment Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) existence less than 15 days after the acquisition (entry thereof or completion of construction or improvement) with respect to which execution has been stayed or the refinancing thereof payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (j) Liens affecting the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any Subject Subsidiaries only securing Indebtedness permitted by clause (o) of its Subsidiaries except assets then being financed solely by Section 7.2.2; (k) the same financing source; Lien granted to Exxon Company, U.S.A. prior to the Effective Date covering property described in Exhibit H; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ixl) Liens created in connection with the Guaranty Fundon cash collateral delivered pursuant to Section 2.8.7; and and (xm) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timegranted pursuant to Section 4.9.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) [INTENTIONALLY OMITTED]; (c) Liens to secure payment of Indebtedness of the type permitted and described in clause (c) of Section 7.2.2; (d) Liens granted by the Borrower or agree to do any of its Subsidiaries to secure payment of Indebtedness of the foregoingtype permitted and described in (x) clause (d)(i) of Section 7.2.2; provided, other than that the following obligations secured thereby do not exceed in the aggregate $5,000,000 at any time outstanding and (collectively, “Permitted Liens”): y) clause (id)(ii) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereofof Section 7.2.2 owed by Subsidiaries which are not Guarantors to non-Affiliates; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that obligations secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that thereby do not increase exceed $7,500,000 in the outstanding principal amount thereof)aggregate at any one time outstanding; (iie) Liens imposed by for taxes, assessments or other governmental charges or levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiif) Liens of carriers, warehousemen, mechanics, repairmen, materialmen and landlords or other like liens incurred by the Borrower or any of its Subsidiaries in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than g) Liens incurred by the Borrower or any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred its Subsidiaries in the ordinary course of business in connection with workerworkmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory insurance obligations, government leases and contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivh) judgment Liens for taxes, assessments in existence less than 30 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent the payment of which is covered in full by a bond or remain payable without any penalty or that are being contested in good faith (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied recorded minor imperfections of title and easements, rights-of-way, restrictions, reservations, permits, servitudes and other similar encumbrances on real property and fixtures which do not materially detract from the value or materially impair the use by the Borrower or any such Subsidiary in the ordinary course of its Subsidiaries, all easements, rights their business of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereofsubject thereto; (viiij) any leases, subleases, licenses leases or sublicenses subleases granted by the Borrower or any of its Subsidiaries to third parties any other Person in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreementbusiness; (ixk) Liens created in connection with the Guaranty Fundnature of trustees’ Liens granted pursuant to any indenture governing any Indebtedness permitted by Section 7.2.2, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; and (xl) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any time[INTENTIONALLY OMITTED]; and (m) [INTENTIONALLY OMITTED].

Liens. The Borrower will not, and nor will not it permit or cause any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, assets or assetsrevenues, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following following: (collectivelya) Liens arising under the Loan Documents; (b) Liens existing on the Amendment and Restatement Effective Date and listed on Schedule 6.02 and any renewals or extensions thereof, “Permitted Liens”):provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 6.01(b), (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b); (c) Liens for Taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with (i) workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, and (ii) public utility services provided to the Borrower or a Subsidiary; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(j); (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereofsecuring Indebtedness permitted under Section 6.01(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such extensionIndebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, renewal or replacement Lien shall be limited to all or a part whichever is lower, of the property being acquired on the date of acquisition; (j) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that secured becomes a Subsidiary after the Original Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien so extendedis not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, renewed as the case may be, (ii) such Lien shall not apply to any other property or replaced assets of the Borrower or any Subsidiary and (plus any improvements on iii) such property) and Lien shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof); (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) Liens imposed by law, such in favor of a banking institution arising as Liens a matter of carriers, warehousemen, mechanics, materialmen and landlords, incurred law encumbering deposits (including the right of setoff) that are customary in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)banking industry; (iiil) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease leases or license licenses permitted under by this AgreementAgreement that are entered into in the ordinary course of business; (ixm) Liens created leases, licenses, subleases or sublicenses granted to others in connection the ordinary course of business that do not (i) interfere in any material respect with the Guaranty Fund; and (x) other Liens securing obligations ordinary conduct of the business of the Borrower and its Subsidiaries not exceeding $1,000,000 Subsidiaries, or (ii) secure any Indebtedness; (n) Liens in aggregate principal amount outstanding at favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (o) Liens in favor of Xxxxx Fargo Bank, National Association on cash collateral pledged to secure the Existing Letters of Credit and the Existing Bank Products; (p) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (q) any timezoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (r) Liens securing financing arrangements with respect to insurance premiums.

Liens. The Borrower will not, and will not permit or cause any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiic) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)d) Liens incurred in the ordinary course of business in connection with workerworkmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ive) judgment Liens for taxes, assessments in existence less than 30 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested the payment of which is covered in good faith full (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vif) Liens on cash or cash-equivalents securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property Hedging Obligations of the Borrower or any of its Restricted Subsidiaries except assets then being financed solely by not in excess in the same financing sourceaggregate of $50,000,000 for all such cash and cash equivalents; (viig) with respect Liens in favor of the United States of America or any state thereof or any department, agency, instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payments pursuant to any Realty occupied contract or statute; (h) Liens required by any contract or statute in order to permit the Borrower or a Restricted Subsidiary to perform any contract or subcontract made by it with or at the request of the United States of America, any state or any department, agency or instrumentality or political subdivision of either; (i) Liens which exist prior to the time of acquisition upon any assets acquired by the Borrower or any Restricted Subsidiary (including Liens on assets of its Subsidiaries, all easements, rights any Person at the time of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use acquisition of the capital stock or assets of such property for its intended purposes Person or the value thereof; (viii) any leases, subleases, licenses a merger with or sublicenses granted consolidation with such Person by the Borrower or any a Restricted Subsidiary), provided that (i) the Lien shall attach solely to the assets so acquired (or of its Subsidiaries to third parties the Person so acquired, merged or consolidated), and (ii) in the ordinary course case of business Liens securing Indebtedness the aggregate principal amount of all Indebtedness of Restricted Subsidiaries secured by such Liens shall be permitted by the limitations set forth in Section 7.2.5; (j) Liens securing Indebtedness owing by any Restricted Subsidiary to the Borrower; (k) Liens under operating agreements, unitization agreements, pooling orders, and similar arrangements; (l) Liens set forth on Schedule 7.2 which are existing on the Effective Date; (m) Liens on debt of or equity interests in a Person that is not interfering a Restricted Subsidiary; (n) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any material respect with Lien referred to in the business foregoing clauses of this Section or of any Indebtedness secured thereby; provided that in the case of Liens securing Indebtedness, the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement Lien shall be limited to all or part of substantially the same property or revenue subject of the Lien extended, renewed or replaced (plus improvements on such property); and (o) additional Liens upon assets of the Borrower and its SubsidiariesRestricted Subsidiaries created after the date hereof, provided that (i) the aggregate Indebtedness secured thereby and any interest incurred on or title after the date hereof shall not exceed two and one-half percent (2 ½%) of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created Stockholders’ Equity in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeone time outstanding and (ii) that such Liens do not encumber or attach to any equity interest in a Restricted Subsidiary.

Liens. The Borrower Company will not, and will not permit or cause any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens existing on the Effective Date and identified in Item 7.2.3(a) ("Ongoing Liens") of the foregoing, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date Disclosure Schedule and set forth on Schedule 7.3, extensions and any extensions, renewals or replacements thereof; provided provided, however, that any no such extension, extension or renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)obligations secured by such Lien, extend such Lien to additional assets or otherwise result in a Default hereunder; (iib) Liens imposed by securing payment of the Obligations or any obligation under any Rate Protection Agreement granted pursuant to any Loan Document; (c) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (c) of Section 7.2.2; (d) Liens for taxes, assessments or other governmental charges or levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens of carriers, warehousemen, mechanics, repairmen, materialmen, contractors, laborers and landlords or other like Liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)f) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credittenders, bids, tenders, statutory or regulatory obligations, surety and appeal bonds, leases, public or statutory insurance obligations, government leases and contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business;business or to secure obligations on surety or appeal bonds; 107 (ivg) judgment Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) existence less than 30 days after the acquisition (entry thereof or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes which execution has been stayed or the value thereofpayment of which is covered in full by a bond or a letter of credit or (subject to a customary deductible) by insurance maintained with responsible insurance companies and Liens in existence less than 30 days, which Liens secure any such bond or reimbursement obligation with respect to such letter of credit; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any time.

Liens. The Revolving Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired acquired, except: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) Liens on the assets of the Resort Subsidiaries to secure payment of Indebtedness permitted in CLAUSE (h) of SECTION 8.2.2 and Liens on the assets of the Term Borrower or agree to do any of its Subsidiaries to secure payment of Guaranteed Facility Indebtedness of the foregoing, other than the following (collectively, “Permitted Liens”): Term Borrower or any such Subsidiary permitted in CLAUSE (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)SECTION 8.2.2; (iic) Liens imposed by lawgranted to secure payment of Indebtedness of the type permitted and described in CLAUSE (c) of SECTION 8.2.2 and covering only those assets leased or acquired with the proceeds of such Indebtedness; (d) Liens for taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens (other than any Lien imposed by ERISAlaw, such as carriers, warehousemen, mechanics, lumberjacks, materialmen and landlords liens and other similar liens incurred in the creation ordinary course of business for sums not more than 60 days overdue or incurrence of being diligently contested in good faith by appropriate proceedings and for which would result adequate reserves in an Event of Default under Section 8.1(k)accordance with GAAP shall have been set aside on its books; (f) Liens incurred in the ordinary course of business in connection with worker’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations ; (g) judgment Liens (other than obligations for borrowed moneyjudgment Liens on the Collateral) entered into (i) in the ordinary course of business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) existence less than 30 days after the acquisition (entry thereof or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiarieswhich execution has been stayed, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any payment of its Subsidiaries to third parties which is covered in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any time.full by

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries Guarantor to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to on any part of its property or assets, whether asset now owned or hereafter acquired or agree to do any by it, except: (a) Liens created by the Security Documents securing the Obligations; (b) Liens existing on the date of the foregoing, this DIP Credit Agreement other than the following (collectively, “Permitted Liens”): (i) Liens in existence on of the Closing Date Prepetition Lenders and the Prepetition Noteholders as set forth on Schedule 7.3in the Information Certificate ("PERMITTED LIENS") or as otherwise disclosed in the title policies, if any, issued in connection with the execution and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part delivery of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Security Documents; (iic) Liens imposed by law, such as for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty; (d) Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred arising in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period (i) in favor of more than thirty (30) days or that are being contested in good faith by appropriate proceedings carriers, warehousemen, mechanics and for which adequate reserves have been established in accordance with GAAP (if so required); (iii) materialmen, and other similar Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)law and (ii) incurred in the ordinary course of business in connection with worker’s 's compensation, unemployment insurance compensation and other types of social security (excluding Liens arising under ERISA) or other forms of governmental insurance or benefits, or to secure the performance of letters of creditin connection with surety bonds, bids, tendersperformance bonds and similar obligations for sums not overdue and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, statutory obligationsin each case, surety and for which it maintains adequate reserves; (e) attachments, appeal bonds, leases, public or statutory obligations, government contracts judgments and other similar obligations (Liens, for sums not exceeding $100,000 arising in connection with court proceedings; provided that the execution or other than obligations for borrowed money) entered into in enforcement of such Liens is effectively stayed and the ordinary course claims secured thereby are the subject of businessa Permitted Contest; (ivf) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)granted under the Financing Order; (vg) any attachment interest of a lessor or judgment Lien not constituting an Event of Default sublessor under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof lease entered into by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties Guarantor in the ordinary course of business and covering only the assets so leased; (h) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, and or any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this AgreementGuarantor; (ixi) Liens created in connection with on Prepetition Collateral securing the Guaranty FundPrepetition Obligations; (j) the Carve-Out; and (xk) other Liens securing obligations the replacement, extension or renewal of any lien permitted above arising out of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timepermitted extension, renewal or replacement of the Debt secured thereby.

Liens. The No Borrower will, nor will not, and will not it permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon on, or with respect to to, any part of its property assets or assetsproperties (including without limitation shares of Capital Stock or other ownership interests owned by it), real or personal, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):except: (ia) Liens in existence existing on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)8.02; (iib) Liens imposed for taxes, assessments and other governmental charges or levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith and by law, such as appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (c) Liens of materialmen, mechanics, carriers, warehousemen, mechanicsprocessors or landlords for labor, materialmen materials, supplies or rentals and landlords, other similar Liens imposed by law so long as such Liens secure claims incurred in the ordinary course of business for sums not constituting borrowed money that business, (i) which are not overdue for a period of more than thirty (30) days or that (ii) which are being contested in good faith and by appropriate proceedings and for which if adequate reserves have been established in accordance with GAAP (if so required)are maintained to the extent required by GAAP; (iiid) Liens (other than any Lien imposed by ERISA, the creation consisting of deposits or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred pledges made in the ordinary course of business (i) in connection with worker’s with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or other forms of governmental insurance similar legislation or benefits, obligations under customer service contracts or (ii) to secure the performance of letters of credit, bids, tenders, sales, contracts, leases, statutory obligations, surety surety, appeal and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations (other than obligations for borrowed money) entered into incurred in the ordinary course of business, in each case not incurred in connection with the borrowing of money or the payment of the deferred purchase price of property; (e) Liens constituting encumbrances in the nature of zoning restrictions, easements, rights of way, and other rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, materially detract from the value of any material parcel of real property or impair the use thereof in the ordinary conduct of business; (f) Liens in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (g) Liens on the property or assets of any Subsidiary existing at the time such Subsidiary becomes a Subsidiary of a Borrower and not incurred in contemplation thereof, as long as the outstanding principal amount of the Debt secured thereby is not voluntarily increased by such Subsidiary after the date such Subsidiary becomes a Subsidiary of such Borrower; (h) Liens on the property or assets of the Borrowers or any Subsidiary securing Debt which is incurred to finance or refinance the acquisition of such property or assets; provided that (i) each such Lien shall be created substantially simultaneously with the acquisition of the related property or assets; (ii) each such Lien does not at any time encumber any property other than the related property or assets financed by such Debt and the proceeds thereof; (iii) the principal amount of Debt secured by each such Lien is not increased; and (iv) the principal amount of Debt secured by each such Lien (together with any accrued interest thereon and closing costs relating thereto) shall at no time exceed 100% of the original purchase price of such related property or assets at the time acquired; (i) Liens for taxes, assessments consisting of judgment or other governmental charges or statutory obligations judicial attachment Liens; provided that are not delinquent or remain payable without any penalty or that (i) the claims giving rise to such Liens are being diligently contested in good faith by appropriate proceedings and for which proceedings; (ii) adequate reserves for the obligations secured by such Liens have been established in accordance with GAAP and (if so required)iii) enforcement of such Liens has been stayed; (vj) Liens (if any) against the Company or any Consolidated Subsidiary which is created solely to evidence (i) the transfer of any receivables and related property by the Company and certain of its Subsidiaries as originators under any Permitted Securitization Transaction to another direct or indirect Subsidiary of the Company, as purchaser, pursuant to any Permitted Securitization Transaction, (ii) the transfer of any receivables and related property from the purchaser referred to in the immediately preceding clause (i) to any Permitted Securitization Subsidiary pursuant to any Permitted Securitization Transaction, and (iii) any attachment or judgment back-up Lien not constituting an Event of Default under Section 8.1(h)granted by the purchaser referred to in the immediately preceding clause (i) and the Permitted Securitization Subsidiary, in each case solely in any receivables and related property being transferred pursuant to the Permitted Securitization Transaction; (vik) any Lien against a Permitted Securitization Subsidiary pursuant to any Permitted Securitization Transaction; (l) any Lien on any specific fixed asset of any corporation existing at the time such corporation is merged or consolidated with or into any Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (m) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section; provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt (together with any accrued interest thereon and closing costs relating thereto) secured by any such Lien is not increased; (n) any Lien existing on any specific fixed asset prior to the acquisition thereof by any Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (o) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) Debt owing by any such Lien shall attach Subsidiary to the Company or another Wholly Owned Subsidiary; (p) inchoate Liens arising under ERISA to secure current service pension liabilities as they are incurred under the provisions of Plans from time to time in effect; (q) rights reserved to or invested in any municipality or governmental, statutory or public authority to control or regulate any property being acquired, constructed or improved with of such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) as the amount of the Indebtedness secured by case may be, or to use such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do in a manner which does not materially impair the use of such property for its intended the purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted of which it is held by the such Borrower or any of its Subsidiaries to third parties in such Subsidiary, as the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundcase may be; and (xr) Liens not otherwise permitted by this Section 8.02 securing Debt or other Liens securing obligations in an aggregate principal amount, when combined with any Debt then outstanding under Section 8.03(j), at any time outstanding that does not exceed 30% of Consolidated Net Tangible Assets, measured as of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timedate of the incurrence of such Debt or obligation.

Liens. The Borrower will not, and nor will not it permit or cause any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon in, of or with respect to on the Property of the Borrower or any part of its property or assetsSubsidiaries, whether now owned or hereafter acquired or agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”):except: (ia) Liens for taxes, assessments or governmental charges or levies on its Property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in existence good faith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted principles of accounting shall have been set aside on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)its books; (iib) Liens imposed by law, such as Liens of carriers’, warehousemen, ’s and mechanics, materialmen ’ liens and landlords, incurred other similar liens arising in the ordinary course of business for sums which secure the payment of obligations not constituting borrowed money that are not overdue for a period of more than thirty (30) 60 days past due or that which are being contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP (if so required)set aside on its books; (iiic) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (other than any Lien imposed by ERISA, the creation or incurrence d) Liens arising out of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business good faith deposits in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leasesgovernment contracts, public or statutory obligationsleases otherwise permitted hereunder, government contracts performance and return of money bonds and other similar obligations (other than obligations for borrowed money) entered into incurred in the ordinary course of business; (ive) Liens for taxesEasements, assessments minor defects or irregularities in title, building restrictions and such other governmental encumbrances or charges against real property, all of which as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect (i) the marketability of the same or statutory obligations that are not delinquent (ii) interfere with the use thereof in the business of the Borrower or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)the Subsidiaries; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vif) Liens securing existing on the purchase money Indebtedness permitted under Section 7.2(iv)date hereof and described in Schedule 6.17 hereto, provided that (x) any such Lien shall attach to including extensions, renewals and replacements thereof in whole or in part, so long as the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the principal amount of the Indebtedness secured by thereby at the time of such Lien shall not exceed 100% extension, renewal or replacement is limited to all or any part of the cost Property (including improvements thereon) securing the Lien so extended, renewed or replaced; (g) Liens on the Property of a Subsidiary of the Borrower and exclusively securing Indebtedness of such Subsidiary to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing sourceGuarantor; (viih) Liens of purchasers or providers of financing under an Accounts Receivable Financing Program in accordance with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereofSection 6.14 herein; (viiii) Liens on the capital stock of any leasesMaterial Foreign Subsidiary and exclusively securing Indebtedness permitted by Section 6.11, subleases, licenses so long as such Liens are pari passu or sublicenses junior to the Liens granted by the Borrower or any of its Subsidiaries pursuant to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this AgreementSection 6.27; (ixj) Liens created on the capital stock of Vail Resorts, Inc. in connection with the Guaranty Fundsale or forward sale of such stock; and (xk) other Other Liens securing obligations of the Borrower and its Subsidiaries not aggregate principal Indebtedness at no time exceeding $1,000,000 in aggregate principal amount outstanding at any time25,000,000.

Liens. The Borrower will shall not, and will shall not permit or cause any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, assets or assetsrevenues, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):following: (ia) Liens in existence created pursuant to any Loan Document; (b) Liens existing on the Closing Date and set forth listed on Schedule 7.3, and any extensions, renewals or replacements thereof7.01(b); provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such extensionLien and (B) proceeds and products thereof, renewal or replacement and (ii) such Lien shall be limited does not secure any obligation other than those it secured on the Closing Date or, to all or a part the extent constituting Indebtedness, any Permitted Refinancing of the property that Indebtedness secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures thereby on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Closing Date; (iic) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money assessments or governmental charges that are not overdue for a period of more than thirty (30) 30 days and are not otherwise delinquent or that are being contested in good faith and by appropriate proceedings and for which actions, if adequate reserves have been established with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (if so required)GAAP; (iiid) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens, or other customary Liens (other than any Lien imposed in respect of Indebtedness) in favor of landlords, in each case arising in the ordinary course of business that secure amounts not overdue for a period of more than 30 days or if more than 30 days overdue, that are being contested in good faith and by ERISAappropriate actions, if adequate reserves with respect thereto are maintained on the creation books of the applicable Person in accordance with GAAP; (e) (i) pledges or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred deposits in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance and other social security legislation (other than any Lien imposed pursuant to Section 430(k) of the Code or other forms Section 303(k) of governmental ERISA or a violation of Section 436 of the Code) and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or benefits, liability insurance to the Borrower or any of its Restricted Subsidiaries; (f) deposits to secure the performance of letters of credit, bids, tenderstrade contracts, governmental contracts and leases (in the case of each of the foregoing, other than for Indebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations of a like nature (other than obligations for borrowed money) entered into including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business; (ivg) Liens for taxeseasements, assessments or rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other governmental charges or statutory obligations similar encumbrances and minor title defects affecting Real Property that are do not delinquent or remain payable without in the aggregate materially interfere with the ordinary conduct of the business of the Restricted Group, taken as a whole, and any penalty or that are being contested exceptions on the Mortgage Policies issued on the Closing Date in good faith by appropriate proceedings and for which adequate reserves have been established in accordance connection with GAAP (if so required)the Mortgaged Properties; (vh) any attachment or judgment Lien Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(h8.01(h); (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservationsleases, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses subleases or sublicenses granted by the Borrower or any of its Subsidiaries to third parties others in the ordinary course of business and which do not interfering (i) interfere in any material respect with the business of the Borrower Restricted Group, taken as a whole or (ii) secure any Indebtedness; (j) Liens (i) in favor of customs and its Subsidiariesrevenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business; (k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) arising in the ordinary course of business in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions; (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and 7.02(n) or, to the extent related to any of the foregoing, Section 7.02(r), in each case to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens (i) in favor of the Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03(b) and (ii) in favor of the Borrower or any Subsidiary Guarantor; (n) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor under leases, subleases, non-exclusive licenses or non-exclusive sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; provided that no such lease or license sublease shall constitute a Capitalized Lease; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted under by this Agreement; (ixp) Liens created deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (q) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (r) Liens that are customary contractual rights of set-off (i) relating to the establishment of depository relations with banks in the ordinary course of business and not given in connection with the Guaranty Fundissuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (t) ground leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (u) Liens (including any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor or sublessor under Capitalized Leases) securing Indebtedness permitted under Section 7.03(e); andprovided that (i) such Liens are created within 270 days of the acquisition, construction, repair, lease or improvement, as applicable, of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03; (w) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(g); (x) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Restricted Group, taken as a whole; (y) Liens arising from precautionary Uniform Commercial Code financing statements or similar filings; (z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (aa) any Lien created or assumed in reliance on Section 7.01(u) or 7.01(w) notwithstanding that the obligation secured thereby shall have been modified, replaced, renewed or extended; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien when it was initially created or assumed and (B) proceeds and products thereof, and (ii) such Lien does not secure any obligation other than those it secured on the date such Lien was initially created or assumed or, to the extent constituting Indebtedness, any Permitted Refinancing of the Indebtedness secured thereby on the date such Lien was initially created or assumed; (bb) other Liens securing obligations with respect to property or assets of the Borrower and or any of its Restricted Subsidiaries not exceeding $1,000,000 securing obligations in an aggregate principal amount outstanding at any timetime not to exceed $50,000,000; (cc) Liens on the Collateral securing Incremental Equivalent Debt incurred pursuant to Section 7.03(s); provided that such Liens shall be subject to the Intercreditor Agreement and the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement, as applicable; (dd) Liens on the Collateral securing Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and any Permitted Refinancing of the foregoing; provided that (x) any such Liens securing any Permitted Refinancing in respect of Permitted First Priority Refinancing Debt are subject to the Intercreditor Agreement and the First Lien Intercreditor Agreement and (y) any such Liens securing any Permitted Refinancing in respect of Permitted Second Priority Refinancing Debt are subject to the Intercreditor Agreement and the Second Lien Intercreditor Agreement; (ee) Liens on the Equity Interests of any joint venture entity consisting of a transfer restriction, purchase option, call or similar right of a third party joint venture partner; (ff) Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (gg) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods, in each case in the ordinary course of business; (hh) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises, in each case in the ordinary course of business; and (ii) Liens securing Indebtedness incurred pursuant to Section 7.03(aa); provided that, in each case, such Liens are subordinated to the Liens securing the Obligations in accordance with, or otherwise subject to, the terms of the Intercreditor Agreement.

Liens. The Neither the Borrower nor MMS will not, and (or will not permit or cause any of its Subsidiaries to, directly or indirectly, make, ) create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property properties, revenues or assets, whether now owned or hereafter acquired or agree to do acquired, except: (a) Liens in favor of any of the foregoing, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and Finance Parties granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) Liens imposed arising from mandatory provisions of Applicable Law; (c) Liens specifically permitted by law, such as Liens of carriers, warehousemen, mechanics, materialmen the Collateral Agreements and landlords, incurred the Account Agreement; (d) in the ordinary course case of business MMS, Liens in respect of deferred value added tax relating to imported goods constituting Project Assets; (e) Liens for sums taxes, assessments or other governmental charges or levies not constituting borrowed money that are not overdue for a period of more than thirty (30) days at the time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books or in the case of any other claims, where failure to make payment therefor would not be likely to result in a Materially Adverse Effect with respect to such Obligor; (iiif) Liens of carriers, warehousemen, mechanics, materialmen, suppliers and landlords incurred in the ordinary course of business for sums not overdue or being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)g) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivh) judgment Liens for taxes(relating to judgments or awards which do not in the aggregate, assessments exceed U.S.$500,000 (or the equivalent thereof in any other governmental charges currency)) in existence less than 21 days after the entry thereof or statutory obligations that are not delinquent with respect to which execution has been stayed or remain payable without any penalty or that are being contested the payment of which is covered in good faith full (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (vi) any attachment or judgment Lien not constituting an Event in the case of Default under Section 8.1(h); (vi) MMS, Liens securing the purchase money Indebtedness permitted under Section 7.2(ivto be incurred pursuant to SECTION 8.3.2(c)(ii); PROVIDED, provided HOWEVER, that (x) any such Lien shall attach only to the property being acquired, constructed or improved with equipment in respect of which such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundis incurred; and (xj) any other Liens securing obligations Lien disclosed in ITEM 12 ("LIENS") of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeDisclosure Schedule.

Liens. The Borrower will not, and will not permit or cause any of its MarkWest Inc. Operating Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than except the following (collectively, “"Permitted Liens”"): (ia) Liens in existence on the Closing Date and set forth date hereof listed on Schedule 7.3the Disclosure Schedule, and any extensionsprovided, renewals or replacements thereof; provided that any no such extension, renewal or replacement Lien shall be limited extended to all or a part of the cover any additional property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on after the date hereof (of this Agreement and any renewals, replacements, refinancings or extensions that the amount of such obligations that do Indebtedness secured thereby is not increase the outstanding principal amount thereof)increased; (iib) Liens imposed by lawsecuring payment of the Obligations, such granted pursuant to any Loan Document, which Liens may also secure on a pari passu basis, obligations under the Canadian Credit Agreement; (c) Liens on property of Canadian Subsidiaries of the Borrower securing payment of the "Obligations" as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred defined in the ordinary course of business Canadian Credit Agreement; (d) [Intentionally Blank]; (e) Liens for sums taxes, assessments or other governmental charges or levies not constituting borrowed money that are not overdue for a period of more than thirty (30) days at the time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiif) Liens of carriers, warehousemen, mechanics, materialmen, landlords and other similar statutory or equitable Liens incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)g) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, other than ERISA, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) business or to secure obligations on surety or appeal bonds, in each case as such Liens for taxesarise in the ordinary cause of business and in each case provided, assessments or other governmental charges or statutory that the obligations that secured thereby are not at the time delinquent or remain thereafter payable without any penalty or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (vh) any attachment or judgment Lien Liens which do not constituting constitute an Event of Default under Section 8.1(h)that are in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (vii) hydrocarbon or natural gas sales contracts liens reserved in customary oil and gas leases for bonus or rental payments, royalties, overriding royalties and joint operating agreements, provided, that such Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property secure claims which either are not delinquent or are being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof contested in good faith by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured a Subsidiary by such Lien appropriate proceedings and for which adequate reserves in accordance with GAAP shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of have been set aside on its Subsidiaries except assets then being financed solely by the same financing sourcebooks; (viij) with respect to any Realty occupied by the Borrower or any of its Subsidiariescovenants, all restrictions, easements, rights of wayservitudes, permits, conditions, exceptions, reservations, licensesminor rights, encroachmentsminor encumbrances, variations and similar restrictions, charges and encumbrances on minor irregularities in title that do not secure monetary obligations and or conventional rights of reassignment prior to abandonment which do not materially impair interfere with the occupation, use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted and enjoyment by the Borrower or any of its Subsidiaries of its respective assets in the ordinary course of business as presently conducted, or materially impair the value thereof for the purpose of such business; (k) Liens reserved in or exercisable under any lease or sublease to third parties which any Borrower or Subsidiary is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or Subsidiary is in material compliance with the terms and conditions thereof; (l) Liens in favor of any Person (other than the Borrower or any Affiliate of the Borrower) under any pooling, unit, development, farmout, participation, overriding royalty, net profits interest, carried interest, reversionary interest, operating agreement or similar agreement affecting the property which is the subject of such agreement, provided, that (i) such agreement is entered into in the ordinary course of business in accordance with standard industry practice, (ii) such Liens have not become subject to enforcement proceeding that have not been dismissed or stayed or (iii) the obligations secured thereby are not overdue, or if overdue, are being contested by the Borrower or Subsidiary diligently and in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (m) Liens incurred or created in the ordinary course of business and not interfering in accordance with customary oil and gas industry practice as security in favor of a Person (other than the Borrower or any material respect with the business Affiliate of the Borrower) conducting the development or operation of any Oil and Gas Properties or to secure Borrower's or any Subsidiary's proportionate share of costs and expenses of such development or operations, which amounts are not overdue, or if overdue, are being contested by the Borrower or Subsidiary diligently and in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its Subsidiariesbooks; (n) Liens on Oil and Gas or the proceeds of Oil and Gas pursuant to a processing or transmission arrangement, with a Person other than the Borrower or an Affiliate of the Borrower, entered into or assumed by the Borrower or a Subsidiary in the ordinary course of its business, securing the payment of its obligations in respect of the fees, costs and expenses attributable to the processing or transmission (as the case may be) of any such Oil and Gas under any agreement or arrangement; provided, that the obligations secured thereby are not overdue, are being contested by the Borrower or Subsidiary diligently and in good faith by appropriate proceedings; and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (o) any interest or title of a lessor, sublessor, licensor or sublicensor lessor under any lease entered into by the Borrower or license permitted under this Agreementany Subsidiary in the ordinary course of its business and covering only the assets so leased; (ixp) Liens created incurred in the ordinary course of business in connection with margin requirements under Hedging Agreements of the Guaranty FundBorrower and the MarkWest Inc. Operating Subsidiaries not to exceed in the aggregate $8,500,000 at any time outstanding; (q) Liens securing Capitalized Lease Obligations provided that such Capitalized Lease Obligations are permitted under Section 7.2.2(d); (r) Purchase money Liens upon or in any property acquired by Borrower or any of its Subsidiaries to secure the deferred portion of the purchase price of such property or to secure Indebtedness incurred to finance the acquisition of such property, provided that (i) no such Lien shall be extended to cover property other than the property being acquired, and (ii) the Indebtedness thereby secured is permitted by Section 7.2.2(d); and (xs) any Lien existing on any asset (other Liens securing obligations than stock of a Subsidiary) prior to acquisition thereof by the Borrower or a Subsidiary, and not created in contemplation of such acquisition, provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, (ii) such Lien was not created in contemplation of or in connection with such acquisition, (iii) the Indebtedness thereby secured is permitted by Section 7.2.2(d), and (iv) the fair market value of such asset shall at no time exceed 150% of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeIndebtedness thereby secured.

Liens. The Borrower will shall not, and will not nor shall it permit or cause any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, assets or assetsrevenues, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):following: (ia) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures existing on the date hereof (and listed on Schedule 7.01 of the Disclosure Letter and any renewals, replacements, refinancings renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased; provided that such amount may be increased by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing of such obligations that do amount and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not increase the outstanding principal amount thereof)changed; (iib) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due (for the avoidance of doubt, the parties hereto agree that such taxes, assessments, charges or levies shall not be considered due until the last day on which they are payable without penalty) or which are being contested in good faith and by lawappropriate proceedings diligently conducted, such as if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business for sums not constituting borrowed money business, provided that such Liens secure only amounts which are not overdue for a period of more than thirty (30) 30 days or that which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established determined in accordance with GAAP (if so required)have been established; (iiid) Liens (other than any Lien imposed by ERISA, the creation pledges or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred deposits in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, and deposits in the ordinary course of business in connection with employee benefit plans or compensation arrangements; (e) deposits or other forms of governmental insurance or benefits, or Liens to secure the performance of letters of credittenders, bids, tendersleases, trade contracts and leases (other than Indebtedness), statutory obligations, surety surety, stay, customs and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations (other than obligations for borrowed money) entered into of a like nature incurred in the ordinary course of business; (ivf) Liens for taxeseasements, assessments rights-of-way, restrictions, defects or irregularities in title to any real property and other governmental charges or statutory obligations that similar encumbrances affecting real property which, in the aggregate, are not delinquent substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance materially interfere with GAAP (if so required)the ordinary conduct of the business of the applicable Person; (vg) any attachment Liens securing judgments or judgment Lien orders for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.1(h8.01(h); (vih) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach leases or subleases granted to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and others not interfering in any material respect with the business of the Borrower and or any of its Subsidiaries, and ; (i) any interest or of title of a lessorlessor under, sublessorand Liens arising from UCC financing statements (or equivalent filings, licensor registrations or sublicensor under any lease or license agreements in foreign jurisdictions) relating to, leases permitted under by this Agreement; (ixj) Liens created arising as a matter of Law or in the nature of (i) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions and (ii) Liens securing reasonable and customary fees for services in favor of banks, securities intermediaries or other depositary institutions; (k) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or if applicable, the corresponding section of the Uniform Commercial Code in effect in the relevant jurisdiction) on items in the course of collection; (l) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (m) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); and (n) any zoning or similar law or right reserved to or vested in any Governmental Agency to control or regulate the use of any real property; (o) Liens arising under repurchase agreements, reverse repurchase agreements, securities lending and borrowing agreements and similar transactions; (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Guaranty Fundimportation of goods; (q) licenses of intellectual property in the ordinary course of business (including intercompany licensing of intellectual property between the Borrower and any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements); (r) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement governing Indebtedness that is permitted by this Agreement; (s) Liens on specific items of inventory or other goods and the proceeds thereof securing obligations in respect of documentary letters of credit or bankers’ acceptances issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or other goods; (t) any encumbrance or restriction solely related to the transfer of the Equity Interests in any joint venture pursuant to the terms of any agreement governing such joint venture; (u) Liens securing any overdraft of related liabilities arising from treasury, depository or cash management services or automated clearing house transfers of funds; (v) deposits as security for contested taxes or contested import or customs duties; (w) any Lien existing on any property or asset (and any additions, accessions, parts, improvements and attachments thereto and the proceeds thereof) prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset (and any additions, accessions, parts, improvements and attachments thereto and the proceeds thereof) of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets (other than any additions, accessions, parts, improvements and attachments thereto and the proceeds thereof) of the Borrower or any Subsidiary, (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be (plus any accrued and unpaid interest and premium payable by the terms of such obligations thereon) and (iv) such Lien does not continue in connection with any extension, renewal, refinancing or replacement thereof; and (x) Liens not otherwise permitted by the foregoing clauses of this Section securing Indebtedness or other Liens securing obligations in an aggregate principal or face amount at any date not to exceed the greater of (i) $200.0 million and (ii) 5% of Consolidated Capitalization (determined as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries not exceeding $1,000,000 prior to the incurrence of Liens pursuant to this Section 7.01(x) for which financial statements have been delivered pursuant to Section 6.01(a) or (b), with such determination to remain in aggregate principal amount outstanding at any timeeffect until the next such incurrence).

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree acquired, except the following which collectively are referred to do any herein as the "Permitted Liens": (a) Liens securing payment of the foregoingObligations, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) Liens imposed by lawsecuring payment of Indebtedness of the type permitted and described in clause (c) of Section 7.2.2; (c) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (d) of Section 7.2.2 and covering only those assets acquired with the proceeds of such Indebtedness; (d) Liens for taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate accruals or reserves are maintained on the books of the Borrower or such Subsidiary, in accordance with GAAP; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)f) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivg) judgment Liens for taxes, assessments in existence less than 15 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested the payment of which is covered in good faith full (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (vh) any attachment or judgment Lien not constituting an Event Liens securing leases giving rise to Indebtedness allowed under clauses (f) and (g) of Default Section 7.2.2, but only on the Property under Section 8.1(h)lease; (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv)easements, provided that (x) any such Lien shall attach rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the property being acquireduse of real property, constructed or improved and other similar encumbrances incurred in the ordinary course of business which, with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount respect to all of the foregoing, do not secure the payment of Indebtedness secured by such Lien shall and which, in the aggregate, are not exceed 100% substantial in amount and which do not in any case materially detract from the value of the cost to Asset subject thereto or materially interfere with the Borrower or such Subsidiary ordinary conduct of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property business of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing sourceSubsidiaries; (viij) Liens arising out of all presently existing and future division and transfer orders, advance payment agreements, processing contracts, gas processing plant agreements, operating agreements, gas balancing or deferred production agreements, pooling, unitization or communitization agreements, pipeline, gathering or transportation agreements, platform agreements, drilling contracts, injection or repressuring agreements, cycling agreements, construction agreements, salt water or other disposal agreements, leases or rental agreements, farm-out and farm-in agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out, used or useful in connection with respect or pertaining to the exploration, development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal, or handling of any Realty occupied Hydrocarbon Interest of the Borrower or any of its Subsidiaries; provided that such agreements are entered into in the ordinary course of business and contain terms customary for such agreements in the industry and provided further that no Liens described in this paragraph (k) shall be granted or created in connection with the incurrence of Indebtedness; and (k) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any of its SubsidiariesSubsidiaries in excess of those set forth by regulations promulgated by the F.R.S. Board, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do (ii) such deposit account is not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in provide collateral to the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timedepository institution.

Liens. The Borrower CCSC will not, and will not permit or cause any of its ------ Significant Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):except: (ia) Liens in existence on granted prior to the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part secure payment of Indebtedness of the property that secured the Lien so extended, renewed or replaced type permitted and described in clause (plus any improvements on such propertyb) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Section 6.02; (iib) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiic) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)d) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ive) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (f) Liens for taxesarising in favor of sellers or lessors with respect to Indebtedness and obligations incurred to purchase or lease fixed or capital assets; provided, assessments however, that such Liens secure only the Indebtedness and -------- ------- obligations created thereunder and are limited to the assets purchased or leased pursuant thereto; (g) other Liens incidental to the conduct of CCSC's or any of its Subsidiaries' businesses (including without limitation, Liens on goods securing trade letters of credit issued in respect of the importation of goods in the ordinary course of business, or the ownership of any of CCSC's or any Subsidiary's property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of CCSC's or any of its Subsidiaries' property or assets or materially impair the use thereof in the operation of CCSC's or any of its Subsidiaries' businesses); (h) Liens in favor of CCSC on assets of its Subsidiaries, and Liens in favor of Subsidiaries of the Borrower on assets of CCSC; (i) Liens consisting of capitalized leases; (j) Liens existing on any real or personal property of any corporation or other governmental charges Person at the time it becomes a Subsidiary, or statutory obligations existing at the time of acquisition upon any real or personal property acquired by CCSC or any of its Subsidiaries through purchase, merger, consolidation or otherwise, whether or not assumed by CCSC or such Subsidiary, or placed upon real or personal property being acquired by CCSC or any Subsidiary to secure all or a portion of the purchase price thereof or any Indebtedness incurred to finance all or any portion of such purchase price; provided -------- that are (x) such property is not delinquent or remain payable without and shall not thereby become encumbered in any penalty or that are being contested amount in excess of the lesser of the cost thereof and the fair value thereof (as determined in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment the Board of Directors, President or judgment Lien not constituting an Event chief financial Authorized Officer of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(ivCCSC), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, 77 and (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower CCSC or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty FundSubsidiary; and (xk) Liens granted by a special purpose, wholly-owned Subsidiary of CCSC that purchases accounts receivable from CCSC to the extent such Liens are granted on such accounts receivable to secure the payment of Indebtedness of such wholly-owned Subsidiary that is permitted by the first proviso of Section 6.02(c). (l) Liens that secure the payment of Indebtedness in an aggregate amount not to exceed the greater of $655,000,000 and 20% of Total Capitalization, determined as of the end of the most recently completed Fiscal Quarter; provided that Liens permitted by this clause (l) shall be -------- inclusive of (and not in addition to) other Liens securing obligations that secure the payment of Indebtedness specifically permitted in this Section and the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timelast sentence of Section 6.02.

Liens. The Borrower Applicant will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, or enter into or suffer to exist any agreement or restriction that prohibits or conditions the creation, incurrence or assumption of, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired acquired, or agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”): (i) Liens (y) in existence on the Closing Restatement Effective Date and set forth on Schedule 7.37.3 and (z) arising out of the refinancing, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part refunding of the property any Indebtedness secured by any such Lien, provided that such Indebtedness is not increased and is not secured the Lien so extended, renewed or replaced (plus by any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)additional assets; (ii) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, and other similar Liens incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)Generally Accepted Accounting Principles; (iii) Liens (other than any Lien lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations obligations, that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)Generally Accepted Accounting Principles; (v) any attachment Liens in connection with pledges and deposits made pursuant to statutory and regulatory requirements of Insurance Regulatory Authorities by an Insurance Subsidiary in the ordinary course of its business, for the purpose of securing regulatory capital or judgment Lien not constituting an Event of Default under Section 8.1(h)satisfying other financial responsibility requirements; (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty real property occupied by the Borrower Applicant or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations licenses and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or purposes; (vii) Liens in favor of the value thereof;Agent and the Banks hereunder; and (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties Liens (other than Liens specified in clauses (i) through (vii) above) securing obligations in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding not exceeding, at any time, the greater of (y) five percent (5 %) of Consolidated Net Worth as of the end of the immediately preceding fiscal year or (z) $20,000,000.

Liens. The Parent and the Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations and granted pursuant to any Loan Document in favor of any Secured Party in accordance with the terms thereof; (b) Liens granted to secure payment of the Indebtedness permitted pursuant to clause (e) of Section 7.2.2, other than the following (collectively, “Permitted Liens”): provided that (i) Liens in existence on each such Lien covers only those assets acquired with the Closing Date and set forth on Schedule 7.3, and any extensions, renewals proceeds of such Indebtedness; (ii) each such Lien attaches to the relevant capital asset concurrently with or replacements within 30 days after the acquisition thereof; provided that any and (iii) the principal amount of such extension, renewal or replacement Lien shall be limited to all or a part Indebtedness does not exceed the lesser of the property that secured cost or the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on fair market value of the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)relevant asset; (c) Liens existing on the Effective Date and disclosed on Item 7.2.3(c) (“Existing Liens”) of the Disclosure Schedule and Liens incurred in connection with renewals, extensions or refinancings of the Indebtedness secured by such Liens, provided that such Liens (i) do not spread to cover any additional property or assets after the Effective Date; and (ii) only secure the Indebtedness permitted by clause (c) of Section 7.2.2; (d) Liens imposed by lawfor Taxes, such as Liens assessments or other charges or levies of carriers, warehousemen, mechanics, materialmen and landlords, incurred in any Governmental Authority not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens (other than any Lien of carriers, warehousemen, mechanics, materialmen, suppliers, landlords and similar Liens imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) Law that are incurred in the ordinary course of business of the Borrower and either (i) secure obligations that are not overdue by more than 30 days or (ii) are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) deposits, letters of credit, bank guarantees and pledges of cash securing (i) obligations in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure benefits (other than Liens imposed by ERISA); (ii) the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bondsbids, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money); or (iii) to secure obligations on surety or appeal bonds, but only in each case to the extent the foregoing is incurred or entered into in the ordinary course of businessbusiness of the Borrower or any other Loan Party; (ivg) judgment Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h)8.1.6; (vih) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations zoning and similar restrictionsrestrictions and other similar encumbrances or title defects which, charges in the aggregate, are not substantial in amount, and encumbrances on title that which do not secure monetary obligations and do not in any case materially impair the use of such property for its intended purposes or detract from the value thereof; (viii) any leases, subleases, licenses of the property subject thereto or sublicenses granted by interfere with the Borrower ordinary conduct of the business of the Parent or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (xi) other Liens securing obligations Indebtedness permitted by clause (g) of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeSection 7.22.

Liens. The Borrower will notNot, and will not suffer or permit any Loan Party or cause any other Subsidiary to, create or permit to exist any Lien on any of its Subsidiaries toreal or personal properties, directly assets or indirectly, make, create, incur, assume or suffer to exist, any Lien upon or with respect to any part rights of its property or assets, whatsoever nature (whether now owned or hereafter acquired or agree to do any of the foregoingacquired), other than the following (collectively, “Permitted Liens”):except: (ia) Liens in existence on for Taxes or other governmental charges not at the Closing Date and set forth on Schedule 7.3time delinquent or thereafter payable without penalty, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being diligently contested in good faith by appropriate proceedings and for which it maintains adequate reserves have been established in accordance with GAAP (if so required)GAAP; provided that no notice of any lien has been filed under the IRC; (iiii) Liens (of carriers, warehousemen, mechanics, customs brokers, landlords and materialmen and other than any Lien similar Liens imposed by ERISA, the creation law and (ii) Liens consisting of pledges or incurrence of which would result in an Event of Default under Section 8.1(k)) deposits incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance compensation and other types of social security (excluding Liens arising under ERISA) or other forms of governmental insurance or benefits, or to secure the performance of letters of creditin connection with surety bonds, bids, tenders, statutory obligations, surety performance bonds and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other for sums not more than obligations for borrowed money) entered into in the ordinary course of business; (iv) Liens for taxes, assessments 30 days overdue or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves have been established in accordance with GAAP (if so required)GAAP; (vc) any attachment Liens described in Section 7.2 of the Disclosure Letter as of the Closing Date and the replacement, extension or judgment Lien not constituting an Event renewal thereof upon or in the same property subject thereto arising out of Default under Section 8.1(h)the Permitted Refinancing of the Debt secured thereby; (vid) Liens securing the purchase money Indebtedness Debt permitted under by Section 7.2(iv7.1(b); provided, provided however, that (x) any such Lien shall attach (i) attaches only to the property being acquired, constructed leased or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property financed and any other assets then being financed solely by the same financing sourceaccessions thereto and proceeds thereof, and (zii) any attaches to such Lien shall not encumber any other property within 60 days of the Borrower or acquisition thereof and attaches solely to the property so acquired and any of its Subsidiaries except assets then being financed solely by the same financing sourceaccessions thereto and proceeds thereof; (viie) attachments, appeal bonds, judgments and other similar Liens in connection with respect to any Realty occupied by judgments the Borrower or any existence of its Subsidiarieswhich do not constitute an Event of Default; (f) easements, all easementsencroachments, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of Parent or any Subsidiary; (g) any interest or title of a lessor or sublessor under any lease (other than a Capital Lease) or of a licensor or sublicensor under any license, in each case permitted by this Agreement; (h) leases, licenses, subleases or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and which do not interfering (i) interfere in any material respect with with, or materially detract from the value of, the business of the Borrower Parent and its Subsidiaries, and taken as a whole, as determined by Parent in its reasonable, good-faith business judgment or (ii) secure any interest or title of a lessor, sublessor, licensor or sublicensor Debt; (i) Liens arising from precautionary uniform commercial code financing statements filed under any lease or license (other than a Capital Lease) permitted under by this Agreement; (ixj) Liens created arising under the Loan Documents; (k) bankers’ liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinary course of business arising in connection with deposit accounts or securities accounts held at such institutions solely to secure payment of fees and similar costs and expenses; (l) Liens on the Guaranty FundConnecticut Assets; (m) Liens securing cash collateral (or Cash Equivalent Investments) for Debt incurred pursuant to Sections 7.1(m), (n), (o) and (p); and (xn) other Liens securing obligations arising from judgments that do not constitute an Event of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeDefault.

Liens. The Borrower Issuers will not, and will not permit or cause any of its their Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than except for the following (collectively, “the "Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereofLens"); (ii) Liens imposed by law7.6.1. liens for taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable with penalty or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iii) Liens 7.6.2. statutory liens of carriers, warehousemen, mechanics, and materialmen incurred in the ordinary course of business for sums not overdue or being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books; 7.6.3. liens (other than any Lien imposed by ERISA, liens arising under ERISA or Section 412(n) of the creation or incurrence of which would result in an Event of Default under Section 8.1(k)Internal Revenue Code) incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (iv) Liens for taxes7.6.4. liens which arise by operation of law under Article 2 of the Uniform Commercial Code in favor of unpaid sellers of goods, assessments or other governmental charges liens in items or statutory obligations that are not delinquent any accompanying documents or remain payable without any penalty or that are being contested proceeds of either arising by operation of law under Article 4 of the Uniform Commercial Code in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)favor of a collecting bank; 7.6.5. easements (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(ivincluding, without limitation, reciprocal easement agreements and utility agreements), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of rights-of-way, covenants, consents, reservations, licenses, encroachments, variations and similar other restrictions, charges and or encumbrances on title that do (whether or not secure monetary obligations and recorded) affecting the use of property, which do not materially detract from the value of such property or impair the use thereof or interfere with the ordinary conduct of such property for its intended purposes or the value thereofIssuers' business; (viii) any leases, subleases, licenses or sublicenses 7.6.6. leases and subleases granted by the Borrower or any of its Subsidiaries to third parties others in the ordinary course of business and not interfering in any material respect with the any business of the Borrower Issuers or any of their Subsidiaries and its Subsidiaries, and any interest or title which in the aggregate do not exceed $25,000 per annum; 7.6.7. rights of set-off of a lessorcustomary nature or bankers' liens with respect to amounts on deposit, sublessorwhether arising by operation of law or by contract, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with arrangements entered into with banks in the Guaranty Fundordinary course of business; and (x) other Liens securing obligations of 7.6.8. liens created pursuant to the Borrower Transaction Agreements or pursuant to that certain Loan and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeSecurity Agreement, dated July 16, 2002, by and between the Issuers and Silicon Valley Bank or described on Schedule 3.16.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, createCreate, incur, assume or suffer to existexist any Lien, or permit any Lien Subsidiary so to do, upon or with respect to in any part of its property Property or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than except the following Liens (collectively, “Permitted Liens”): (ia) Liens arising by operation of law in existence on connection with worker’s compensation, unemployment insurance, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith deposits, pledges or Liens in connection with bids, tenders, contracts or leases to which the Closing Date and set forth on Schedule 7.3Borrower or any Subsidiary is a party (other than contracts for borrowed money), and any extensions, renewals or replacements thereof; provided that any such extension, renewal other deposits required to be made or replacement Lien surety bonds or other obligations of like nature (which for the purposes of this Agreement shall include letters of credit in the nature of a surety bond) required to be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred obtained in the ordinary course of business for sums not constituting borrowed money in connection with any of the foregoing; provided that are in each case the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and for a period which reserves in conformity with GAAP have been provided on the books of more than thirty the Borrower; (30b) days Mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or that other similar Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens) securing obligations not due or, if due, being contested in good faith by appropriate proceedings and for which reserves in conformity with GAAP have been provided on the books of the Borrower; (c) Liens for taxes or assessments or other government charges or levies on the Borrower or any Subsidiary of the Borrower or their respective Properties, not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established in accordance with GAAP (if so required)provided on the books of the Borrower; (iiid) Liens (other than arising out of judgments or awards against the Borrower or any Lien imposed by ERISASubsidiary of the Borrower, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensationsurety or appeal bonds in connection with bonding such judgments or awards, unemployment insurance the time for appeal from which or other forms petition for rehearing of governmental insurance which shall not have expired or benefitswith respect to which the Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review, and with respect to which it shall have obtained a stay of execution pending such appeal or to secure proceeding for review; provided that the performance aggregate amount of letters liabilities (including interest and penalties, if any) of credit, bids, tenders, statutory obligations, surety the Borrower and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessits Subsidiaries secured by such Liens shall not exceed $2,500,000 at any time outstanding; (ive) Liens for taxes, assessments upon any Property acquired by the Borrower or other governmental charges any Subsidiary of the Borrower to secure any Indebtedness of the Borrower or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event Subsidiary incurred at the time of Default under Section 8.1(h); (vi) Liens securing the acquisition of such Property to finance the purchase money Indebtedness price of such Property (excluding Liens otherwise permitted under Section 7.2(ivpursuant to Sections 8.2(g), 8.2(h) or 8.2(i) below), provided that (x) any such Lien shall attach apply only to the property being acquiredProperty that was so acquired and the aggregate principal amount of Indebtedness secured by such Liens shall not exceed $20,000,000 at any time outstanding; (f) Survey exceptions or encumbrances, constructed easements or improved with such Indebtedness concurrently with reservations, or within ninety (90) days after rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the acquisition (or completion use of construction or improvement) or real properties which are necessary for the refinancing thereof by conduct of the activities of the Borrower and any Subsidiary of the Borrower or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Borrower or any Subsidiary of the Borrower; (g) Liens (including any mortgages or other Liens on Real Property) listed in Schedule 8.2 hereto; (h) Liens securing Indebtedness of a Subsidiary of the Borrower incurred in connection with the acquisition or construction of Property of such Subsidiary; provided that such Lien is limited to the Property being financed by such Indebtedness and any revenues of such Subsidiary directly attributable to such Property; and provided, (y) the amount of further, that the Indebtedness secured by such Lien shall not exceed 100% of the cost is non-recourse to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing sourceSubsidiaries; (viii) with respect to any Realty occupied Liens upon personal property resulting from the sale by the Borrower or any Subsidiary of its SubsidiariesProperty and the leasing of the same or similar property from the purchaser thereof (or a subsequent purchaser or lessee), all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title provided that do not secure monetary obligations and do not materially impair any sale/leaseback transaction complies with the use of such property for its intended purposes or the value thereofother negative covenants contained in Article VIII; (viiij) Liens existing upon any leases, subleases, licenses Property or sublicenses granted assets acquired by the Borrower or any a Subsidiary of its Subsidiaries to third parties the Borrower, or upon Property or assets of a Person acquired by the Borrower or a Subsidiary, that as a result of such acquisition becomes a Subsidiary, provided that such Liens (A) are only on the assets or Property acquired in, or owned by an entity acquired in, an acquisition permitted under Section 8.4(i) and (B) do not exceed $20,000,000 in the ordinary course aggregate; (k) Liens securing Indebtedness existing or incurred in connection with industrial revenue bonds or industrial development bonds, as permitted by Section 8.3, provided such Liens are limited to Liens on the capital assets that have been acquired or construction of business which has been financed by the proceeds of such industrial revenue bonds or industrial development bonds; (l) Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing paragraphs (e), (g), (h), (i) and (j), inclusive, provided, however, that the principal amount of Indebtedness secured thereby shall not interfering in exceed the principal amount of the Indebtedness so secured at the time of any material respect extension, renewal or refinancing, and that such extension, renewal or refinancing shall be limited to the Property which was subject to the Lien so extended, renewed or refinanced; (m) Liens, if any, securing obligations under the Loan Documents; (n) Liens securing up to $25,000,000 of Indebtedness by the Borrower incurred pursuant to Section 8.3(b) which is secured equally and ratably, on a pari passu basis, with the business Secured Obligations; provided, that (x) such Indebtedness is incurred on such terms and conditions as shall be reasonably acceptable to the Administrative Agent and Required Lenders and (y) the holders of such Indebtedness enter into an intercreditor agreement with the Administrative Agent on terms and conditions acceptable to the Administrative Agent and Required Lenders upon the issuance of such Indebtedness; (o) Liens on cash of the Borrower and its Subsidiaries, and any interest securing reimbursement obligations in respect of letters of credit described on Schedule 8.3 or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundissued pursuant to Section 8.3(g); and (xp) other Liens securing obligations of Other Liens, provided that the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at of Indebtedness secured by such other Liens does not exceed $5,000,000. Notwithstanding the foregoing, the Borrower shall not create, incur, assume or suffer to exist any timeLien, or permit any Subsidiary to do so, upon or in any interest in any Real Property held by it, whether now owned or hereafter acquired, except for Liens permitted pursuant to paragraphs (b), (c), (d), (e), (f), (g), (h), (j) and (l) (except for any Liens granted in the first instance pursuant to clause (i)) above.

Liens. The Borrower will notNo Credit Party shall create or incur, and will not permit or cause any of its Subsidiaries to, directly to create or indirectly, make, create, incur, assume or suffer to exist, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired or agree to do Liens on any of the foregoingproperty or assets of such Person, other than the following (collectively, “Permitted Liens”):except: (ia) the security interests and Liens in existence on of Lender granted pursuant to the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Collateral Documents; (iib) Liens imposed by lawsecuring the payment of taxes, such as Liens assessments or other governmental charges or levies either not yet overdue or the validity of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that which are being contested in good faith by appropriate proceedings diligently pursued and for available to such Credit Party, as the case may be and with respect to which adequate reserves have been established in accordance with GAAP (if so required)set aside on its books; (iiic) non-consensual statutory Liens (other than any Lien imposed by ERISA, Liens securing the creation or incurrence payment of which would result in an Event of Default under Section 8.1(k)taxes) incurred arising in the ordinary course of such Credit Party’s business in connection with worker’s compensation, unemployment insurance to the extent: (i) such Liens secure Indebtedness which is not overdue or other forms (ii) such Liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of governmental insurance the insurer or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings diligently pursued and for available to such Credit Party, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been established in accordance with GAAP (if so required)set aside on its books; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vid) Liens securing the purchase money Indebtedness permitted under pursuant to Section 7.2(iv6.1(b), ; provided that (x) any such Lien shall attach to encumber only the property being acquired, constructed or improved asset acquired with the proceeds of such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing sourceIndebtedness; (viie) with respect pledges and deposits of cash by any Credit Party after the date hereof to any Realty occupied by secure the Borrower or any performance of its Subsidiariestenders, all easementsbids, rights leases, trade contracts (other than for the repayment of wayIndebtedness), reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary statutory obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties other similar obligations in each case in the ordinary course of business and not interfering in any material respect consistent with the business current practices of such Credit Party as of the Borrower date hereof; provided that in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreementsubstance satisfactory to Lender; (ixf) judgments and other similar Liens created arising in connection with the Guaranty Fundcourt proceedings that do not constitute an Event of Default; provided that (i) such Liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, and (iii) a stay of enforcement of any such Liens is in effect; and (xg) other Liens securing obligations of the Borrower security interests and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeXxxxx set forth on Schedule 6.2.

Liens. The Borrower CCSC will not, and will not permit or cause any of its Significant Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):except: (ia) Liens in existence on granted prior to the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part secure payment of Indebtedness of the property that secured the Lien so extended, renewed or replaced type permitted and described in clause (plus any improvements on such propertyb) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Section 6.02; (iib) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiic) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)d) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ive) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (f) Liens for taxesarising in favor of sellers or lessors with respect to Indebtedness and obligations incurred to purchase or lease fixed or capital assets; provided, assessments however, that such Liens secure only the Indebtedness and obligations created thereunder and are limited to the assets purchased or leased pursuant thereto; (g) other governmental charges Liens incidental to the conduct of CCSC's or statutory obligations that are any of its Subsidiaries' businesses (including, without limitation, Liens on goods securing trade letters of credit issued in respect of the importation of goods in the ordinary course of business, or the ownership of any of CCSC's or any Subsidiary's property and assets which were not delinquent incurred in connection with the borrowing of money or remain payable without the obtaining of advances or credit and which do not in the aggregate materially detract from the value of CCSC's or any penalty of its Subsidiaries' property or that are being contested assets or materially impair the use thereof in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so requiredthe operation of CCSC's or any of its Subsidiaries' businesses); (vh) any attachment or judgment Lien not constituting an Event Liens in favor of Default under Section 8.1(h)CCSC on assets of its Subsidiaries, and Liens in favor of Subsidiaries of the Borrower on assets of CCSC; (vii) Liens securing consisting of capitalized leases; (j) Liens existing on any real or personal property of any corporation or other Person at the time it becomes a Subsidiary, or existing at the time of acquisition upon any real or personal property acquired by CCSC or any of its Subsidiaries through purchase, merger, consolidation or otherwise, whether or not assumed by CCSC or such Subsidiary, or placed upon real or personal property being acquired by CCSC or any Subsidiary to secure all or a portion of the purchase money price thereof or any Indebtedness permitted under Section 7.2(iv), incurred to finance all or any portion of such purchase price; provided that (x) such property is not and shall not thereby become encumbered in any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount in excess of the Indebtedness secured by such Lien shall not exceed 100% lesser of the cost to thereof and the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely fair value thereof (as determined in good faith by the same financing sourceBoard of Directors, President or chief financial Authorized Officer of CCSC), and (zy) any such Lien shall not encumber any other property of the Borrower CCSC or any of its Subsidiaries except assets then being financed solely by the same financing sourcesuch Subsidiary; (viik) with respect Liens granted by a special purpose, wholly- owned Subsidiary of CCSC that purchases accounts receivable from CCSC to any Realty occupied the extent such Liens are granted on such accounts receivable to secure the payment of Indebtedness of such wholly-owned Subsidiary that is permitted by the Borrower or any first proviso of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty FundSection 6.02(c); and (xl) Liens that secure the payment of Indebtedness in an aggregate amount not to exceed 20% of Total Capitalization, determined as of the end of the most recently completed Fiscal Quarter; provided that Liens permitted by this clause (l) shall be inclusive of (and not in addition to) other Liens securing obligations that secure the payment of Indebtedness specifically permitted in this Section and the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timelast sentence of Section 6.02.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, createCreate, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, assets or assetsrevenues, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):following: (ia) Liens in existence created pursuant to any Loan Document; (b) Liens existing on the Closing Second Restatement Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof9.1(b); (iic) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money assessments or governmental charges that are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by appropriate proceedings and for which adequate appropriate reserves have been established in accordance with GAAP (if so required)GAAP; (iiid) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens or other customary Liens (other than any in respect of Indebtedness) in favor of landlords, so long as, in each case, such Liens arise in the ordinary course of business that secure amounts not overdue for a period of more than thirty (30) days or, if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien imposed or that are being contested in good faith and by ERISAappropriate proceedings, if adequate reserves with respect thereto are maintained on the creation books of the applicable Person in accordance with GAAP; (e) (i) pledges or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred deposits in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance and other social security legislation, and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or other forms indemnification obligations of governmental (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or benefitsliability insurance to Parent, Holdings, the Borrower or any Restricted Subsidiaries; (f) deposits to secure the performance of letters of credit, bids, tenderstrade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations of a like nature (other than obligations for borrowed moneyincluding those to secure health, safety and environmental obligations) entered into incurred in the ordinary course of business; (ivg) Liens easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and title defects affecting real property that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries taken as a whole, or the use of the property for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)its intended purpose; (vh) any attachment Liens arising from judgments or judgment Lien orders for the payment of money not constituting an Event of Default under Section 8.1(h10.1(g); (vii) (i) Liens securing the purchase money obligations in respect of Indebtedness permitted under Section 7.2(iv9.3(e), ; provided that (xA) any such Lien shall Liens attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety two hundred and seventy (90270) days after the acquisition (or completion of construction the acquisition, construction, repair, replacement or improvementimprovement (as applicable) or of the refinancing thereof by the Borrower or property subject to such SubsidiaryLiens, (yB) such Liens do not at any time encumber any property other than the amount of the Indebtedness secured property financed by such Lien shall not exceed 100% of the cost Indebtedness, replacements thereof and additions and accessions to the Borrower or such Subsidiary of acquiring, constructing or improving the property and the proceeds and the products thereof and customary security deposits, (C) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets then being financed solely subject to, or acquired, constructed, repaired, replaced or improved with the proceeds of such Indebtedness; provided that individual financings of equipment provided by the same financing sourceone lender may be cross collateralized to other financings of equipment provided by such lender, and (zD) any if requested by the Administrative Agent, the Loan Parties shall use commercially reasonable efforts to cause the holder of such Lien shall not encumber any other property to enter into a Collateral Access Agreement, and (ii) Liens on assets of the Borrower or any Restricted Subsidiaries that are Non-Loan Parties securing Indebtedness of its such Restricted Subsidiaries except assets then being financed solely by the same financing sourcepermitted pursuant to Section 9.3(l); (viij) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservationsleases, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses subleases or sublicenses granted by the Borrower or any of its Subsidiaries to third parties others in the ordinary course of business and which do not interfering (i) interfere in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 9.2(i) or Section 9.2(m) to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 9.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (n) Liens on property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary incurred pursuant to Sections 9.3(b), (l), (r) or (v); (o) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 9.3(d); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 8.3), in each case after the Second Restatement Date; provided that (i) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property of such acquired Restricted Subsidiary), and (ii) the Indebtedness secured thereby is permitted under Section 9.3(e) or (v); (q) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases (other than Capitalized Leases) or licenses entered into by the Borrower or any lease or license permitted under this Agreementof the Restricted Subsidiaries in the ordinary course of business; (ixr) Liens created arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 9.2 and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the Guaranty Fund; andordinary course of business and not for speculative purposes; (t) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement not prohibited hereunder; (u) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; (v) purported Liens evidenced by the filing of precautionary UCC financing statements or similar public filings; (w) Liens securing obligations in respect of Indebtedness permitted under Section 9.3(p) and other obligations in respect of any Secured Hedge Agreement and any Cash Management Obligation (in each case, as defined in each of the Term Facility Credit Agreement) permitted under Section 9.3(p), which Liens shall be subject to the terms of the Intercreditor Agreement (or, in the case of any Permitted Refinancing in respect thereof, another intercreditor agreement containing terms that are at least as favorable to the Secured Parties as those contained in the Intercreditor Agreement); (x) Liens (i) of a collection bank arising under Section 4-208 of the UCC on the items in the course of collection, (ii) attaching to commodity trading accounts or other Liens securing obligations commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry; (y) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole; (z) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 9.1; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 9.3(e), and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 9.3; (aa) rights of set-off against credit balances of the Borrower or any of its Subsidiaries with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to the Borrower or any of its Subsidiaries in the ordinary course of business, but not exceeding $1,000,000 rights of set-off against any other property or assets of the Borrower or any of its Subsidiaries pursuant to the agreements with such Credit Card Issuers or Credit Card Processors (as in effect on the Second Restatement Date) to secure the obligations of the Borrower or any of its Subsidiaries to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; (bb) without duplication of, or aggregation with, any other Lien permitted under any other clause of this Section 9.1, other Liens (not covering Current Asset Collateral unless the Liens thereon are subordinated to the Lien of the Collateral Agent in a manner consistent with the terms of the Intercreditor Agreement) securing Indebtedness permitted under (i) Section 9.3(s) (subject to the requirements set forth therein) or (ii) any other clause contained in Section 9.3 outstanding in an aggregate principal amount outstanding not to exceed the greater of $150,000,000 and 6.50% of Total Assets at any timetime outstanding; (cc) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries in the ordinary course of business of the Borrower and such Subsidiary to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises; and (dd) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of Parent, Holdings, the Borrower or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent, Holdings, the Borrower and the Restricted Subsidiaries. For the avoidance of doubt, all Liens on Current Asset Collateral that secure Indebtedness for borrowed money shall be subordinated to the Liens of the Collateral Agent in a manner consistent with the terms of the Intercreditor Agreement.

Liens. The None of the Borrower will not, and will not permit or cause any of its the Subsidiaries to, directly or indirectly, make, will create, incur, assume or suffer permit to exist, exist any Lien upon or with respect to any part of its property (including Capital Securities of any Person), revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoing, other than the following (collectively, “Permitted Liens”):Obligations; (ib) Liens existing as of the Closing Date and disclosed in existence Schedule 8.3(b) securing Indebtedness described in clause (b) of Section 8.2, and refinancings of such Indebtedness; provided that, no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased from that existing on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any (as such extension, renewal or replacement Lien shall be limited Indebtedness may have been permanently reduced subsequent to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereofClosing Date); (c) Liens securing Indebtedness of the Borrower or the Subsidiaries permitted pursuant to Section 8.2(d) (provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the assets financed with such Indebtedness and (ii) such Liens imposed by law, such as Liens do not at any time encumber any property other than the property so financed); (d) Xxxxx in favor of carriers, warehousemen, mechanics, materialmen and landlords, incurred landlords granted in the ordinary course of business for sums not constituting borrowed money that are amounts not overdue for a period of more than thirty (30) days or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens (other than any Lien imposed by ERISA, the creation incurred or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bondsbids, leases, public leases or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety and appeal bonds or performance bonds; (ivf) judgment Liens in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 9.1(f); (g) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; (h) Liens for taxes, assessments or other governmental charges or statutory obligations that are Taxes (i) not at the time delinquent or remain thereafter payable without any penalty penalty, (ii) permitted to be unpaid pursuant to Section 7.2, or that are (iii) being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (vi) any attachment or judgment Lien not constituting an Event licenses and/or sublicenses of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness Intellectual Property otherwise permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) this Agreement or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing sourceLoan Documents, and (z) any such Lien shall not encumber any other property restrictions under licenses of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties Intellectual Property entered into in the ordinary course of business and not interfering in any material respect with the business of pursuant to which the Borrower and its Subsidiaries, and or any interest or title of Subsidiary is a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement;licensee; and (ixj) banker’s liens, rights of setoff and Liens created in favor of financial institutions incurred made in the ordinary course of business arising in connection with the Guaranty Fund; and (xBorrower’s or any Subsidiary’s deposit accounts or securities accounts held at such institutions to secure solely payment of fees and similar costs and expenses and provided such accounts are maintained in compliance with Section 7.12(a) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timehereof.

Liens. The Borrower will shall not, and will shall not permit or cause any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, assets or assetsrevenues, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):following: (ia) Liens in existence created pursuant to any Loan Document; (b) Liens existing on the Closing Date and set forth listed on Schedule 7.3, and any extensions, renewals or replacements thereof7.01(b); provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such extensionLien and (B) proceeds and products thereof, renewal or replacement and (ii) such Lien shall be limited does not secure any obligation other than those it secured on the Closing Date or, to all or a part the extent constituting Indebtedness, any Permitted Refinancing of the property that Indebtedness secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures thereby on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Closing Date; (iic) Liens imposed by lawfor taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money assessments or governmental charges that are not overdue for a period of more than thirty (30) 30 days and are not otherwise delinquent or that are being contested in good faith and by appropriate proceedings and for which actions, if adequate reserves have been established with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (if so required)GAAP; (iiid) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens, or other customary Liens (other than any Lien imposed in respect of Indebtedness) in favor of landlords, in each case arising in the ordinary course of business that secure amounts not overdue for a period of more than 30 days or if more than 30 days overdue, that are being contested in good faith and by ERISAappropriate actions, if adequate reserves with respect thereto are maintained on the creation books of the applicable Person in accordance with GAAP; (e) (i) pledges or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred deposits in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance and other social security legislation (other than any Lien imposed pursuant to Section 430(k) of the Code or other forms Section 303(k) of governmental ERISA or a violation of Section 436 of the Code) and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or benefits, liability insurance to the Borrower or any of its Restricted Subsidiaries; (f) deposits to secure the performance of letters of credit, bids, tenderstrade contracts, governmental contracts and leases (in the case of each of the foregoing, other than for Indebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations of a like nature (other than obligations for borrowed money) entered into including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business; (ivg) Liens for taxeseasements, assessments or rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other governmental charges or statutory obligations similar encumbrances and minor title defects affecting Real Property that are do not delinquent or remain payable without in the aggregate materially interfere with the ordinary conduct of the business of the Restricted Group, taken as a whole, and any penalty or that are being contested exceptions on the Mortgage Policies issued on the Closing Date in good faith by appropriate proceedings and for which adequate reserves have been established in accordance connection with GAAP (if so required)the Mortgaged Properties; (vh) any attachment or judgment Lien Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.1(h8.01(h); (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservationsleases, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses subleases or sublicenses granted by the Borrower or any of its Subsidiaries to third parties others in the ordinary course of business and which do not interfering (i) interfere in any material respect with the business of the Borrower Restricted Group, taken as a whole or (ii) secure any Indebtedness; (j) Liens (i) in favor of customs and its Subsidiariesrevenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business; (k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) arising in the ordinary course of business in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions; (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and 7.02(n) or, to the extent related to any of the foregoing, Section 7.02(r), in each case to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens (i) in favor of the Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03(b) and (ii) in favor of the Borrower or any Subsidiary Guarantor; (n) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor under leases, subleases, non-exclusive licenses or non-exclusive sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; provided that no such lease or license sublease shall constitute a Capitalized Lease; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted under by this Agreement; (ixp) Liens created deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (q) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (r) Liens that are customary contractual rights of set-off (i) relating to the establishment of depository relations with banks in the ordinary course of business and not given in connection with the Guaranty Fundissuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (t) ground leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (u) Liens (including any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor or sublessor under Capitalized Leases) securing Indebtedness permitted under Section 7.03(e); andprovided that (i) such Liens are created within 270 days of the acquisition, construction, repair, lease or improvement, as applicable, of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03; (w) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(g); (x) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Restricted Group, taken as a whole; (y) Liens arising from precautionary Uniform Commercial Code financing statements or similar filings; (z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (aa) any Lien created or assumed in reliance on Section 7.01(u) or 7.01(w) notwithstanding that the obligation secured thereby shall have been modified, replaced, renewed or extended; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien when it was initially created or assumed and (B) proceeds and products thereof, and (ii) such Lien does not secure any obligation other than those it secured on the date such Lien was initially created or assumed or, to the extent constituting Indebtedness, any Permitted Refinancing of the Indebtedness secured thereby on the date such Lien was initially created or assumed; (bb) other Liens securing obligations with respect to property or assets of the Borrower and or any of its Restricted Subsidiaries not exceeding $1,000,000 securing obligations in an aggregate principal amount outstanding at any time.time not to exceed $57,500,000; (cc) Liens on the Collateral securing Incremental Equivalent Debt incurred pursuant to Section 7.03(s); provided that such Liens shall be subject to the Intercreditor Agreement and the Second Lien Intercreditor Agreement or the Third Lien Intercreditor Agreement, as applicable; (dd) Liens on the Collateral securing Permitted Second Priority Refinancing Debt or Permitted Third Priority Refinancing Debt and any Permitted Refinancing of the foregoing; provided that (x) any such Liens securing any Permitted Refinancing in respect of Permitted Second Priority Refinancing Debt are subject to the Intercreditor Agreement and the Second Lien Intercreditor Agreement and (y) any such Liens securing any Permitted Refinancing in respect of Permitted Third Priority Refinancing Debt are subject to the Intercreditor Agreement and the Third Lien Intercreditor Agreement;

Liens. The Borrower Borrowers will not, and will not permit or cause any of its their Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than except for the following (collectively, “"Permitted Liens”"): (ia) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part securing payment of the property that secured Obligations or any Hedging Obligations in respect of the Lien so extendedLoans owed to any Lender or any Affiliate of any Lender, renewed or replaced (plus granted pursuant to any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) until the date of the initial Credit Extension, Liens securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) Liens imposed by lawsecuring payment of Indebtedness of the type permitted and described in clause (c) of Section 7.2.2; (d) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (f) of Section 7.2.2 and covering only those assets acquired with the proceeds of such Indebtedness; (e) Liens for taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on the books of such Person; (iiif) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue for more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on the books of such Person; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)g) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivh) judgment Liens for taxes, assessments in existence less than 15 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested the payment of which is covered in good faith full (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vii) Liens securing with respect to easements, rights-of-way, restrictions and other similar encumbrances which, individually or in the purchase money Indebtedness permitted under Section 7.2(iv)aggregate, provided that (x) do not materially interfere with the occupation, use and enjoyment by any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by of the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties properties encumbered thereby in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundtheir business; and (xj) other Liens securing obligations in respect of any Assumed Restricted Debt, provided that the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding of such Indebtedness secured thereby does not exceed $5,000,000 in the aggregate at any timetime outstanding.

Liens. The (a) Borrower will shall not, and will shall not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume incur or suffer permit to exist, exist any Lien upon or with respect to of any part nature whatsoever on any of its property properties or assets, whether now owned at the Closing Date or hereafter acquired thereafter acquired, except, (i) in the case of Liens on any property or agree to assets that do not constitute Collateral, if the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Lien secures any of Subordinated Indebtedness) the foregoing, other than the following Obligations secured by such Lien or (ii) as set forth below (collectively, “Permitted Liens”): (i) Liens in existence existing on the Closing Date and set forth (not otherwise permitted hereby) as detailed on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)6.2; (ii) Liens in favor of First Priority Collateral Agent for the benefit of Secured Parties granted pursuant to the First Priority Collateral Documents; (iii) Liens in favor of First Priority Collateral Agent granted in connection with the Magnequench Financing and the Sale Leaseback; (iv) Liens in favor of Pari Passu Collateral Agent for the benefit of the holders of the Pari Passu Notes as long as such Liens remain pari passu to the Liens granted in connection with the Obligations hereunder; (v) Liens in favor of a subordinated lender pursuant to Indebtedness incurred under Section 6.1(b)(xviii). (vi) (I) pledges or deposits under worker’s compensation laws, unemployment insurance and other social security laws or regulations or similar legislation, or to secure liabilities to insurance carriers under insurance arrangements in respect of such obligations, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety and appeal bonds, customs duties and the like, or for the payment of rent, in each case incurred in the ordinary course of business and (II) Liens securing obligations specified in clause (b)(vi) of the definition of “Permitted Indebtedness,” incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, contractual arrangements with suppliers, reclamation bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not incurred in connection with the borrowing of money or the obtaining of advances or credit; (vii) Liens imposed by law, such as Liens of landlords’, carriers’, vendors’, warehousemen’s and mechanics’, mechanicsmaterialmen’s and repairmen’s Liens, materialmen supplier of materials, architects’ and landlordsother like Liens, in each case for sums not yet overdue for a period of more than 90 days or being contested in good faith and by appropriate proceedings and in respect of taxes and other governmental assessments and charges or claims which are not yet overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings; (viii) customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including Hedge Agreements; (ix) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets; (x) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in Joint Ventures, partnerships and the like; (xi) Liens arising out of judgments, attachments and awards in respect of which Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided, that, the aggregate amount of all such judgments, attachments and awards (and any cash and the Fair Market Value of any property subject to such Liens) does not exceed $10,000,000 at any one time outstanding; (xii) Liens incurred in the ordinary course of business securing obligations not securing Indebtedness for sums not constituting borrowed money that are and not overdue for a period in the aggregate materially detracting from the value of more than thirty (30) days the properties or that are being contested their use in good faith by appropriate proceedings the operation of the business of Borrower and for which adequate reserves have been established in accordance with GAAP (if so required)its Subsidiaries; (iiixiii) Liens (including the interest of a lessor under a Capital Lease) on property that secures Indebtedness incurred pursuant to clause (b)(xi)(2) of the definition of “Permitted Indebtedness” for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property; provided that the Lien does not (I) extend to any additional property or (II) secure any additional obligations, in each case other than the initial property so subject to such Lien and the Indebtedness and other obligations originally so secured; (xiv) Liens on property or shares of Capital Stock or other assets of a Person at the time such Person becomes a Subsidiary of Borrower; provided such Liens were not created in contemplation thereof and do not extend to any other property of Borrower or any Subsidiary; (xv) Liens on property at the time Borrower or any of its Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into Borrower or any of its Subsidiary, provided such Liens were not created in contemplation thereof and do not extend to any other property of Borrower or any of its Subsidiaries; (xvi) Liens securing Indebtedness or other obligations of Borrower or a Subsidiary to Borrower or a Guarantor; provided that no Lien imposed may be granted by ERISAa First Priority Guarantor in favor of Borrower or a Pari Passu Guarantor; (xvii) Liens on specific items of inventory, equipment or other goods and proceeds of any Person securing such Person’s obligations in respect thereof or created for the creation account of such Person to facilitate the purchase, shipment or incurrence storage of which would result such inventory or other goods, including obligations in an Event respect of Default under Section 8.1(k)bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory, equipment or other goods; (xviii) incurred Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of Borrower or any of its Subsidiaries on deposit with or in possession of such bank; (xix) Deposits made in the ordinary course of business to secure liability to insurance carriers; (xx) extensions, renewals or replacements of any Liens referred to in clauses (i), (ii), (iii), (iv), (xii), (xiii), (xiv) or (xv) in connection with worker’s compensationthe refinancing of the obligations secured thereby; provided that such Lien does not extend to any other property and, unemployment insurance except as contemplated by the definition of “Permitted Refinancing Indebtedness,” the amount secured by such Lien is not increased; (xxi) surface use agreements, easements, zoning restrictions, rights of way, encroachments, pipelines, leases (other than Capital Leases), subleases, rights of use, licenses, special assessments, trackage rights, transmission and transportation lines related to mining leases or mineral rights and/or other forms Real Property including any re-conveyance obligations to a surface owner following mining, royalty payments, and other obligations under surface owner purchase or leasehold arrangements necessary to obtain surface disturbance rights to access the subsurface mineral deposits and similar encumbrances on Real Property imposed by law or arising in the ordinary course of governmental insurance business which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the affected property or benefitsmaterially interfere with the ordinary conduct of business of Borrower or any of its Subsidiaries; (xxii) pledges, deposits or non-exclusive licenses to use intellectual property rights of Borrower or its Subsidiaries to secure the performance of letters of credit, bids, tenders, trade contracts, leases, public or statutory obligations, surety and appeal bonds, reclamation bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (xxiii) leases, public subleases, licenses or statutory obligations, government contracts sublicenses (including of Real Property and other similar obligations intellectual property) granted to others in the ordinary course of business that do not materially interfere with the ordinary conduct of the business of Borrower or any of its Subsidiaries and do not secure any Indebtedness; (xxiv) Liens arising from UCC (or equivalent statute) financing statement filings regarding operating leases or consignments entered into by Borrower or any Subsidiary in the ordinary course of business (other than obligations for borrowed to the extent such Liens attach to any equipment leased to Borrower pursuant to the Mountain Pass Lease other than the Liens of the lessor under the Mountain Pass Lease); (xxv) rights of owners of interests in overlying, underlying or intervening strata and/or mineral interests not owned by Borrower or any of its Subsidiaries, with respect to tracts of Real Property where Borrower or its applicable Subsidiaries’ ownership is only surface or severed mineral or is otherwise subject to mineral severances in favor of one or more third parties; (xxvi) minor survey exceptions, minor encumbrances, other defects and exceptions to title of Real Property where such defects or exceptions, in the aggregate, are not substantial in amount and do not materially detract from the value of the affected property; (xxvii) Liens on assets of Foreign Subsidiaries securing Indebtedness of such Foreign Subsidiary incurred under Section 6.1(b)(viii) or 6.1(b)(xvi); (xxviii) royalties, dedication of reserves under supply agreements, mining leases, or similar rights or interests granted, taken subject to, or otherwise imposed on properties consistent with normal practices in the mining industry and any precautionary UCC financing statement filings in respect of leases or consignment arrangements (and not any Indebtedness) entered into in the ordinary course of business; (xxix) any Lien resulting from the advance or deposit of cash or securities in connection with the performance of a bid, tender, sale or contract (excluding the borrowing of money) entered into in the ordinary course of business; (ivxxx) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount arising out of the Indebtedness secured conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viiixxxi) any leases, subleases, licenses or sublicenses granted by the Borrower or any Liens of its Subsidiaries to third parties a collecting bank arising in the ordinary course of business and not interfering in any material respect with the business under Section 4-208 of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with UCC covering only the Guaranty Funditems being collected upon; and (xxxxii) Liens encumbering customary initial deposits, margin deposits and other Liens securing obligations similar deposits attached to brokerage accounts incurred in the ordinary course of business. (b) Any Lien created for the benefit of the Borrower Secured Parties on assets not otherwise constituting Collateral pursuant to Section 6.2(a) shall be automatically and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeunconditionally released and discharged upon the release and discharge of Liens that gave rise to the obligation to so secure the Obligations pursuant to this Agreement.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) Liens imposed by lawsecuring payment of Indebtedness of the type permitted and described in clause (c) of Section 7.2.2; (c) Liens securing payment of Indebtedness of the type permitted and described in clause (f) of Section 7.2.2. (d) Junior Liens granted prior to the Effective Date to secure payment of Indebtedness of the type permitted and described in clause (g) of Section 7.2.2; (e) Liens granted to secure payment of Indebtedness of the type permitted and described in clause (j) of Section 7.2.2 and covering only those assets acquired with the proceeds of such Indebtedness; (f) Liens for taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiig) Liens (other than any Lien imposed by ERISAdescribed in, and securing indebtedness permitted by, Section 7.2.2(k), which Liens shall be secured ratably with the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessObligations; (ivh) inchoate Liens incident to construction on or maintenance of property; or Liens incident to construction on or maintenance of property now or hereafter filed of record for taxes, assessments which adequate reserves have been set aside (or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that deposits made pursuant to applicable law) and which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP not proceeded to judgment; provided, however, to the extent such Liens relate to a Pledged Casino, (if so required)a) the Title Company shall have insured the Agent and Lenders against any loss therefrom or (b) such Liens shall be junior to the Liens securing the Obligations; (vi) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) statutory Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties arising in the ordinary course of business and with respect to obligations which are not interfering delinquent or are being contested in any good faith; provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by reason of nonpayment, no 89 property is subject to a material respect with the business impending risk of the Borrower and its Subsidiaries, and any interest loss or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreementforfeiture; (ixj) Liens consisting of pledges or deposits to secure obligations under workers' compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable; (k) Liens consisting of pledges or deposits of property to secure performance in connection with operating leases made in the ordinary course of business, provided the aggregate value of all such pledges and deposits in connection with any such lease does not at any time exceed 20% of the annual fixed rentals payable under such lease; (l) Liens consisting of any right of offset or statutory bankers' lien, on bank deposit accounts maintained in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such right of offset or bankers' lien; (m) Liens consisting of deposits of property to secure statutory obligations of Borrower; (n) Liens consisting of deposits of property to secure (or in lieu of) surety, appeal or customs bonds; (o) Liens created by or resulting from any litigation or legal proceeding in the ordinary course of business which is currently being contested in good faith by appropriate proceedings, provided that, adequate reserves have been set aside and no material property is subject to a material impending risk of loss or forfeiture and provided further that if such Liens relate to a Pledged Casino, (a) the Title Company shall have insured the Agent and Lenders against any loss therefrom or (b) such Liens shall be junior to the Liens securing the Obligations; and (p) other non-consensual Liens incurred in the ordinary course of business but not in connection with the Guaranty Fund; and incurrence of any Indebtedness, which do not in the aggregate, when taken together with all other Liens, materially impair the fair market value or use of the property for the purposes for which it is or may reasonably be expected to be held provided that if such Liens relate to a Pledged Casino, (xa) other the Title Company shall have insured 90 the Agent and Lenders against any loss therefrom or (b) such Liens shall be junior to the Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeObligations.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, createCreate, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property or assets(other than treasury stock of Newpark to the extent Regulation U would be violated by restrictions under this Section 7.01), whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):except: (ia) Liens in existence pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and Liens securing Indebtedness permitted by Section 7.02(d), provided that no such Lien is spread to cover any additional property after the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part the amount of the property that Indebtedness secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do thereby is not increase the outstanding principal amount thereof)increased; (iic) Liens imposed for Taxes not yet due or that are being contested in good faith by lawappropriate proceedings, such provided that adequate reserves with respect thereto are maintained on the books of Newpark or its Subsidiaries, as Liens of the case may be, in conformity with GAAP; (d) carriers’, landlord’s, warehousemen’s, mechanics’, materialmen and landlordsmaterialmen’s, incurred repairmen’s or other like Liens arising in the ordinary course of business for sums not constituting borrowed money and securing obligations that are not overdue for a period of more than thirty (30) 30 days or that are being contested in good faith by appropriate proceedings proceedings; (e) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and inchoate Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been established maintained in accordance with GAAP (if so required)GAAP; (iiif) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or deposits to secure the performance of letters of credit, bids, tenderstrade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations (other than obligations for borrowed money) entered into of a like nature incurred in the ordinary course of business; (ivg) Liens for taxeseasements, assessments or rights-of-way, restrictions and other governmental charges or statutory obligations that similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not delinquent substantial in amount and that do not in any case materially detract from the value of the property subject thereto or remain payable without materially interfere with the ordinary conduct of the business of Newpark or any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)of its Subsidiaries; (vh) any judgment and attachment or judgment Lien Liens not constituting giving rise to an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv8.01(h), provided that (x) any appropriate legal proceedings which may have been duly initiated for the appeal or other review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced; (i) Liens securing Indebtedness of Newpark or any Subsidiary in an aggregate principal amount not to exceed the amount permitted under Section 7.02(f) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall attach to be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property being acquired, constructed or improved with financed by such Indebtedness concurrently with or within ninety and (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (yiii) the amount of the Indebtedness secured by such Lien shall thereby is not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing sourceincreased; (viij) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor lessor under any lease entered into by Newpark or license permitted under this Agreementany Subsidiary in the ordinary course of its business and covering only the assets so leased; (ixk) Liens created on cash collateral in connection with respect of letters of credit issued for the Guaranty Fund; andaccount of Newpark or any of its Subsidiaries and/or reimbursement obligations in respect thereof in an aggregate principal amount not to exceed $30,000,000 provided that any liens in respect of cash collateral in respect of any one or more Letters of Credit shall not be counted against said $30,000,000 limit; (xl) Liens arising solely by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by FRB; (m) [Reserved]; (n) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to Newpark and all Subsidiaries) $20,000,000 at any one time; (o) Liens securing Indebtedness permitted by Section 7.02(h); provided that such Liens only attach to the property of Foreign Subsidiaries or the Equity Interests of the Foreign Subsidiary incurring such Indebtedness; (p) Liens securing obligations arising under any Permitted Sale Leaseback Transaction if such Liens apply only to the assets that are the subject of such Permitted Sale Leaseback Transaction; (q) Liens securing obligations arising under any Permitted Term Loan if such Liens apply only to the assets that are the subject of such Permitted Term Loan; (r) Liens on any assets of any direct or indirect Foreign Subsidiary not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the Borrower and its Subsidiaries not exceeding obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Foreign Subsidiaries) $1,000,000 in aggregate principal amount outstanding 20,000,000 at any timeone time outstanding.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, createCreate, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, assets or assetsrevenues, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”): (ia) Liens in existence favor of Administrative Agent pursuant to any Loan Document and pursuant to any documentation governing Indebtedness permitted to be incurred pursuant to Section 2.18; (b) Liens existing on the Closing Date date hereof and set forth on Schedule 7.3, 7.02 and any renewals, extensions, renewals modifications or replacements thereof; provided that any such extensionprovided, renewal or replacement Lien shall be limited with respect to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacementsextensions, refinancings modifications or extensions replacements thereof, (i) such Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.01(b), and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such obligations that do not increase the outstanding principal amount thereofLiens is permitted by Section 7.01(b); (iic) Liens imposed by lawfor taxes, such as duties, levies, imposts, deductions, assessments or other governmental charges, not yet due and payable or which are being Properly Contested or otherwise not required to be paid pursuant to Section 6.04; (d) Liens of carriers, warehousemen, processors, mechanics, materialmen and landlordsmaterialmen, incurred repairmen, landlords or other like Liens imposed by Law or arising in the ordinary course Ordinary Course of business for sums not constituting borrowed money that Business which are not overdue for a period of more than thirty (30) 90 days or that which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)Properly Contested; (iiie) Liens (Liens, pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, the creation ERISA or incurrence of which would result in an Event of Default under Section 8.1(k)a foreign benefit law; (f) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or Liens on deposits to secure the performance of letters of credit, bids, tenderstrade contracts and leases, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts performance bonds and other similar obligations (other than obligations for the payment of borrowed money) entered into of a like nature incurred in the ordinary course Ordinary Course of businessBusiness; (ivg) Liens for taxesconsisting of imperfections of title and easements, assessments rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges, encumbrances or other governmental charges title defects affecting real property which, in the aggregate do not materially detract from the value of the property subject thereto or statutory obligations that are not delinquent materially interfere with the use by the Loan Parties or remain payable without any penalty or that are being contested their Subsidiaries in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)the Ordinary Course of Business of the property subject to such encumbrance; (vh) any attachment or judgment Lien Liens securing judgments not constituting an Event of Default under Section 8.1(h8.01 or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 7.01(e); provided that such Liens do not at any time encumber any property other than the property financed by such Indebtedness and replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits; (j) licenses, sublicensees, operating leases or subleases (and precautionary UCC filings with respect thereto) granted by or to the Loan Parties or any Subsidiary to or from any other Person in the Ordinary Course of Business and any renewals, extensions, modifications or replacements thereof; (k) Liens in favor of collecting banks (including those arising under Section 4-210 of the UCC) arising by operation of law; (l) Liens (including the right of setoff) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (m) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods and arising in the Ordinary Course of Business; (n) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto to the extent permitted under Section 7.01(i) and Liens arising out of deposits of cash and Cash Equivalents, security deductibles, self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of insurance in the Ordinary Course of Business; (o) other Liens as to which the aggregate amount of the obligations secured thereby does not exceed at any time outstanding the greater of (x) $5,000,000 and (y) 10% of Adjusted Consolidated EBITDA for the four Fiscal Quarter period most recently ended as to which financial statements were required to be delivered pursuant to this Agreement; (p) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.03(f), (l), or (z) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (q) Liens in favor of Holdings, the Borrowers or any Subsidiary that is a Loan Party securing Indebtedness permitted under Section 7.01(g); (vir) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the purchase money Indebtedness secured thereby is permitted under Section 7.2(iv7.01(o), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (viis) with respect to any Realty occupied Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower Borrowers or any Subsidiaries in the Ordinary Course of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereofBusiness; (viiit) any leasesLiens that are customary contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions in the Ordinary Course of Business, subleases, licenses (ii) relating to pooled deposit or sublicenses granted by sweep accounts of the Borrower Borrowers or any Subsidiary to permit satisfaction of its Subsidiaries to third parties overdraft or similar obligations incurred in the ordinary course of business and not interfering in any material respect with the business of the Borrower Borrowers or Subsidiaries or (iii) relating to purchase orders and its Subsidiaries, and other agreements entered into with customers of the Borrowers or any interest or title Subsidiary in the Ordinary Course of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this AgreementBusiness; (ixu) Liens created arising from precautionary Uniform Commercial Code financing statement filings; (v) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the Ordinary Course of Business; (w) ground leases in respect of real property on which facilities owned or leased by the Borrowers or any Subsidiaries are located; (x) Liens on property of a Subsidiary that is not a Loan Party securing Indebtedness of another Subsidiary that is not a Loan Party permitted to be incurred by Section 7.01; (y) Liens solely on any xxxx xxxxxxx money deposits made by the Borrowers or any of their Subsidiaries in connection with any letter of intent or purchase agreement for an Acquisition or other Investment that would be permitted hereunder; (z) Liens on the Guaranty Fundassets of Foreign Subsidiaries securing Indebtedness permitted by Section 7.01(u); and (xaa) other Liens securing obligations Indebtedness permitted by Section 7.01(v) and subordinated in right of priority to the Borrower Liens securing the Obligations hereunder, in each case, pursuant to terms and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timepursuant to documentation reasonably satisfactory to Administrative Agent.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, createLiens. Create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, assets or assetsrevenues, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):following: (ia) Liens in existence pursuant to any Loan Document securing the Obligations; (b) Liens existing on the Closing Date and set forth listed on Schedule 7.3, 5.08(b) and any extensionsmodifications, replacements, renewals or replacements extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such extensionLien and (B) proceeds and products thereof, and (ii) the modification, replacement, renewal or replacement Lien shall be limited to all or a part extension of the property that obligations secured or benefited thereby, to the Lien so extendedextent constituting Indebtedness, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereofis permitted by Section 7.03(b); (iic) Liens imposed for taxes not yet due or which are being contested in good faith and by lawappropriate proceedings diligently conducted, such as Liens if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, landlords’, mechanics’, materialmen and landlordsmaterialmen’s, incurred repairmen’s or other like Liens granted or arising in the ordinary course of business for sums not constituting borrowed money that are which secure amounts not overdue for a period of more than thirty (30) 60 days or that if more than 60 days overdue, are unfiled and either no other action has been taken to enforce such Lien or such Liens are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves have been established with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (if so required)GAAP; (iiie) Liens (other than any Lien imposed by ERISA, the creation pledges or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred deposits in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance or and other forms of governmental insurance or benefitssocial security legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of letters of credit, bids, tenderstrade contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, leasesperformance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, public or statutory obligationsrights-of-way, government contracts restrictions (including zoning restrictions), encroachments, protrusions and other similar obligations encumbrances and minor title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties reasonably acceptable to the Administrative Agent; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (i) (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (A) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and (B) the Indebtedness secured thereby does not exceed the cost or fair market value of the property, whichever is lower, being acquired on the date of acquisition, improvements thereto and related expenses; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms; and (ii) Liens securing Indebtedness permitted under Section 7.03(t); provided that (w) such Liens existed on the property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existed on the property or asset of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition (x) such Lien is not created in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be and (y) such Lien shall not encumber any other property or assets of the Borrower or any Restricted Subsidiary (other than any Person acquired by the Borrower or any Restricted Subsidiary as a result of a Permitted Acquisition and any Restricted Subsidiary of such acquired Person); (j) precautionary filings in respect of operating leases; and leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any Restricted Subsidiary or (ii) secure any Indebtedness; (k) other Liens on property of Domestic Subsidiaries that are Restricted Subsidiaries securing Indebtedness in an aggregate principal amount and other obligations in an amount which does not exceed the greater of $160,000,000 and 1.75% of Consolidated Total Assets of the Borrower in the aggregate; (l) Liens on property of Foreign Subsidiaries that are Restricted Subsidiaries securing Indebtedness of such Foreign Subsidiaries that are Restricted Subsidiaries permitted by Section 7.03(f)(y) or Section 7.03(g); (m) Liens arising in connection with a Qualified Receivables Transaction on Receivables Program Assets permitted to be Disposed of pursuant to Section 7.05(l) securing Receivables Program Obligations permitted by Section 7.03(j); (n) Liens in favor of custom and revenue authorities arising as a matter of law to secure payment of non-delinquent customs duties in connection with the importation of goods; (o) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of letters of credit and bankers’ acceptances issued or created for borrowed moneythe account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (p) Liens arising out of conditional sale, consignment, title retention or similar arrangements for the sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (q) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (r) deposits made in the ordinary course of business to secure liability to insurance carriers; (s) Liens on Cash Collateral granted in favor of any Lenders and/or L/C Issuers created as a result of any requirement or option to Cash Collateralize pursuant to this Agreement; (t) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness; (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries; or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (u) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies except for such noncompliance that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (v) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (w) Liens under licensing agreements for the use of intellectual property entered into in the ordinary course of business; (ivx) Liens for taxes, assessments or other governmental charges or statutory obligations that are on cash and Cash Equivalents in an aggregate amount not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings to exceed the greater of $160,000,000 and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event 1.75% of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion Consolidated Total Assets of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property secure obligations of the Borrower or any Restricted Subsidiary in respect of its Subsidiaries except assets then being financed solely by the same financing sourceordinary course cash management arrangements and under commodity Swap Contracts that do not constitute Obligations; (viiy) with respect Liens on Collateral securing obligations under the documentation for Indebtedness permitted pursuant to any Realty occupied by Section 7.03(s); provided that such Liens shall be subject to the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof;Pari Passu Intercreditor Agreement; and (viiiz) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties Liens arising in the ordinary course of business and not interfering in any material respect with under the business Perishable Agricultural Commodities Act of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any time1930.

Liens. The Borrower will shall not, and will shall not permit or cause any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property properties, revenues or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):except: (ia) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part favor of the property that secured Administrative Agent and/or the Lien so extended, renewed or replaced Collateral Agent (plus for the rateable benefit of the Lender Parties) granted pursuant to any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) Liens imposed securing Existing Xxxxxx Xxxx Indebtedness, which Liens shall be released in full on the Initial Borrowing Date; (c) Liens securing Indebtedness of the type permitted by lawand described in clause (d) of Section 7.2.2, such as and disclosed in Item 11 ---------- ------------- ------- ("Ongoing Borrower Liens") of the Disclosure Schedule; ------------------------ (d) Liens of carriersfor taxes, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens of carriers, warehousemen, mechanics, materialmen, suppliers and landlords incurred in the ordinary course of business for sums not overdue or being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)f) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivg) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties incurred in the ordinary course of business and not interfering in any material respect connection with the business ownership of such property or assets which do not secure Indebtedness and which do not materially detract from the value of such property or assets or materially impair the value or use thereof; (h) solely in the case of any property acquired by the Borrower and its Subsidiariesor any Subsidiary after the Effective Date, Liens existing prior to the date of acquisition of any such property attaching only to such property but not incurred in connection with such acquisition and any interest replacement or title extension of a lessorsuch Liens; provided, sublessorhowever, licensor that any such replacement or sublicensor under -------- ------- extension of any lease or license such Lien shall not secure obligations in an amount greater than those originally secured; (i) Liens permitted under this to be incurred pursuant to any Collateral Agreement; (ixj) judgment Liens in existence less than 10 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (k) Liens created securing Indebtedness permitted to be incurred pursuant to clause (e)(ii) of Section 7.2.2; provided, however, that any such Lien -------------- ------------- -------- ------- shall attach only to the equipment in connection with the Guaranty Fundrespect of which such Indebtedness is incurred; and and (xl) other without duplication of clause (b), Liens securing obligations disclosed in ---------- Item 4 ("Assets; Properties") of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any time.Disclosure Schedule. ------ ------ ----------

Liens. The Borrower will not, and will not Nor permit or cause any of its Subsidiaries to, directly or indirectly, make, to create, incur, assume or suffer to exist, exist any Lien upon any of its property and assets, including, without limitation, property and assets included in the Collateral, except Liens securing the Obligations and: (1) Liens or charges for current taxes, assessments or other governmental charges which are not delinquent or which remain payable without penalty, or the validity of which are contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof, provided the Company or such Subsidiary shall have set aside on its books and shall maintain adequate reserves for the payment of same in conformity with GAAP; (2) Liens, deposits or pledges made to secure statutory obligations, surety or appeal bonds, or bonds to obtain, or to obtain the release of, attachments, writs of garnishment or for stay of execution, or to secure the performance of bids, tenders, contracts (other than for the payment of borrowed money), leases or for purposes of like general nature in the ordinary course of the business of the Company and its Subsidiaries; (3) Purchase money security interests for property hereafter acquired, conditional sale agreements, or other title retention agreements, with respect to property hereafter acquired; provided, however, that no such security interest or agreement shall extend to any part of its property or assets, whether now owned or hereafter acquired or agree to do any of the foregoing, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on property acquired and the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part principal amount of the property that Indebtedness secured thereby shall not exceed one hundred percent (100%) of the Lien so extended, renewed or replaced (plus any improvements on cost of such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii4) Liens imposed by law, such as Statutory Liens of landlord's, carriers, warehousemen, mechanics, materialmen and landlords, incurred other similar Liens imposed by law and created in the ordinary course of business for sums amounts not constituting borrowed money that are not overdue for a period of more than thirty (30) days yet due or that which are being contested in good faith by appropriate proceedings and for with respect to which adequate reserves have been established are being maintained in accordance conformity with GAAP (if so required)GAAP; (iii5) Attachment and judgment Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not otherwise constituting an Event of Default under Section 8.1(h); each of which Lien is in existence less than thirty (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (9030) days after the acquisition (entry thereof or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied which execution has been stayed, payment is covered in full by the Borrower or any of its Subsidiariesinsurance, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses Borrowers shall in good faith be prosecuting an appeal or sublicenses granted proceedings for review and shall have set aside on its books such reserves as may be required by the Borrower GAAP with respect to such judgment or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundaward; and (x6) Liens existing on the Effective Date shown on the financial statements referred in Paragraph 11(a) above (other than Liens securing obligations of Indebtedness under the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeExisting Term Loan Facility).

Liens. The Borrower Parent will not, and will not permit or cause any of its ----- Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired acquired, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, or agree to do any of the foregoing, other than the following (collectively, “"Permitted Liens”"): (i) Liens created under the Security Documents; (ii) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)SCHEDULE 8.3; (iiiii) Liens imposed by lawlaw with respect to property or assets of the Borrower and its Subsidiaries, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, and other similar Liens incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP Generally Accepted Accounting Principles (if so required); (iiiiv) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(kSECTION 9.1(j)) with respect to property or assets of the Borrower and its Subsidiaries incurred in the ordinary course of business in connection with worker’s 's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (ivv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP Generally Accepted Accounting Principles (if so required); (vvi) Liens securing the Purchase Money Indebtedness permitted under clause (xi) of SECTION 8.2, provided that the aggregate principal -------- amount at any time outstanding of all Indebtedness secured by such Liens, when combined with the aggregate amount of all other unsecured Indebtedness outstanding at such time incurred pursuant to clause (xi) of SECTION 8.2, does not exceed $10,000,000, and provided further that any such Lien (i) -------- ------- shall attach to such property concurrently with or within twenty (20) days after the acquisition thereof by the Borrower or such Subsidiary, (ii) shall not exceed the lesser of (y) the fair market value of such property or (z) the cost thereof to the Borrower or such Subsidiary and (iii) shall not encumber any other property of the Borrower or any of its Subsidiaries; and the replacement, extension or renewal of any such Lien, provided that -------- such replacement, extension or renewal Lien shall not extend to or cover any property other than the property subject to such Lien immediately prior to such replacement, extension or renewal, and provided further that the -------- ------- Indebtedness secured by such replacement, extension or renewal Lien is permitted under this Agreement; (vii) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(hSECTION 9.1(i) that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with Generally Accepted Accounting Principles (if so required); (viviii) Liens securing arising from the purchase money Indebtedness permitted under Section 7.2(iv)filing, provided that for notice purposes only, of financing statements in respect of operating leases; (ix) Liens arising by operation of law in favor of depositary banks and collecting banks, incurred in the ordinary course of business; (x) any such Lien shall attach Liens consisting of restrictions on the transfer of securities pursuant to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety applicable federal and state securities laws; (90xi) days after the acquisition (or completion interests of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost lessors and licensors under leases and licenses to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of which the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing sourceis a party; (viixii) with respect to any Realty real property occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations licenses and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundpurposes; and (xxiii) Liens in favor of the trustee or agent under the Subordinated Note Indenture or any other Liens securing obligations agreement or indenture relating to Indebtedness of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timepermitted under clause (ii) of SECTION 8.2, covering sums required to be deposited with such trustee or agent thereunder.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) [INTENTIONALLY OMITTED]; (c) Liens imposed by granted prior to June 4, 1996 to secure payment of Indebtedness of the type permitted and described in CLAUSE (c) of SECTION 7.2.2; (d) Liens granted to secure payment of Indebtedness of the type permitted and described in CLAUSE (d) of SECTION 7.2.2; PROVIDED, that the obligations secured thereby do not exceed in the aggregate $35,000,000 at any time outstanding; (e) Liens for taxes, assessments or other governmental charges or levies, including Liens pursuant to Section 107(l) of CERCLA or other similar law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiif) Liens of carriers, warehousemen, mechanics, repairmen, materialmen and landlords or other like liens incurred in the ordinary course of business for sums not overdue for a period of more than 30 days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)g) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory insurance obligations, government leases and contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivh) judgment Liens for taxes, assessments in existence less than 30 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent the payment of which is covered in full by a bond or remain payable without any penalty or that are being contested in good faith (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied recorded minor imperfections of title and easements, rights-of-way, restrictions, reservations, permits, servitudes and other similar encumbrances on real property and fixtures which do not materially detract from the value or materially impair the use by the Borrower or any such Subsidiary in the ordinary course of its Subsidiaries, all easements, rights their business of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereofsubject thereto; (viiij) any leases, subleases, licenses leases or sublicenses subleases granted by the Borrower or any of its Subsidiaries to third parties any other Person in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreementbusiness; (ixk) Liens in the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by SECTION 7.2.2, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; and (l) Liens on Accounts of Receivables Co. created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timePermitted Receivables Transaction.

Liens. The Borrower will not, and will not permit or cause any of ----- its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property properties, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) until the date of the initial Borrowing, Liens securing payment of the Indebtedness of the type permitted and described in clause (b) of ---------- Section 7.2.2; ------------- (c) Liens imposed by lawgranted prior to the Effective Date to secure payment of the Indebtedness of the type permitted and described in clause (c) of Section 7.2.2, ---------- ------------- which Liens are described in Item 7.2.2(c) of the Disclosure Schedule; ------------- (d) Liens granted to secure payment of the Indebtedness of the type permitted and described in clause (e) of Section 7.2.2 and covering only those ---------- ------------- assets acquired with the proceeds of such as Indebtedness; (e) Liens of carriersfor taxes, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiif) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)g) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivh) judgment Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) existence less than 15 days after the acquisition (entry thereof or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes which execution has been stayed or the value thereof; payment of which is covered in full (viiisubject to a customary deductible) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect insurance maintained with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundresponsible insurance companies; and (xi) other Liens Liens, securing obligations of the Borrower and its Subsidiaries Indebtedness (but not any Subordinated Debt) in an aggregate amount not exceeding $1,000,000 in aggregate principal amount outstanding at any time5,000,000.

Liens. The Each of the Borrower and each Designated Guarantor will not, and will not permit or cause any of its their respective Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations or any Hedging Obligations owed to any Lender or any Affiliate of any Lender, other than the following (collectively, “Permitted Liens”):granted pursuant to any Loan Document; (ib) [INTENTIONALLY OMITTED]; (c) Liens in existence on granted prior to the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part secure payment of Indebtedness of the property that secured the Lien so extended, renewed or replaced type permitted and described in clause (plus any improvements on such propertyc) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Section 7.2.2; (iid) Liens imposed by lawgranted to secure payment of Indebtedness of the type permitted and described in clause (e) of Section 7.2.2 and covering only those assets acquired with the proceeds of such Indebtedness; (e) Liens for taxes, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in assessments or other governmental charges or levies not at the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiif) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)g) Liens incurred in the ordinary course of business in connection with worker’s workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivh) judgment Liens for taxes, assessments in existence less than 15 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested the payment of which is covered in good faith full (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established insurance maintained with insurance companies of the nature described in accordance with GAAP (if so required)Section 7.1.4; (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof granted by the Borrower in favor of Pharmacy Fund (A) securing the recourse obligations owing to Pharmacy Fund pursuant to the Rapid Remit Program for rejected or such Subsidiaryadjusted Prescription Receivables, (yB) the amount consisting of the Indebtedness secured by such Lien shall not exceed 100% right of the cost set-off granted to Pharmacy Fund in connection with rejected or adjusted receivables, other payments owing to Pharmacy Fund and administrative fees and expenses pursuant to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, Rapid Remit Program and (zC) any such Lien shall not encumber any other property consisting of precautionary liens on receivables, chattel paper, general intangibles and the Borrower or any of its Subsidiaries except assets then being financed solely by proceeds thereof directly related to the same financing source;Rapid Remit Program; and (viij) Liens with respect to any Realty occupied by the Borrower or any minor imperfections of its Subsidiaries, all title and easements, rights of rights-of-way, restrictions, reservations, licensespermits, encroachments, variations servitudes and other similar restrictions, charges and encumbrances on title that real property and fixtures which do not secure monetary obligations and do not materially detract from the value or materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the their business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeproperty subject thereto.

Liens. The Borrower will shall not, and will shall not permit or cause any of its Subsidiaries Significant Subsidiary to, directly or indirectly, make, indirectly create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property or assetsto secure Indebtedness for Borrowed Money, whether now owned or hereafter acquired acquired, except: (a) Liens for taxes, assessments and other governmental charges not yet due or agree to do any that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the foregoingBorrower or its Subsidiaries, other than as the following case may be, in conformity with GAAP; (collectively, “Permitted Liens”): (ib) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) Liens imposed by law, such as Liens of carriers’, warehousemen’s, mechanics’, materialmen and landlordsmaterialmen’s, incurred repairmen’s or other like Liens arising in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) 30 days or that are being contested in good faith by appropriate proceedings proceedings; (c) pledges or deposits in connection with workers’ compensation, insurance and social security legislation; - 84- (d) deposits made to secure the performance of bids, tenders, trade contracts, leases, statutory or regulatory obligations, surety and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case excluding obligations for which adequate reserves have been established borrowed money; (e) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances incurred in accordance the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with GAAP the ordinary conduct of the business of Holdings, the Borrower or any of its Subsidiaries; (if so requiredf); (i) Liens securing Indebtedness of the Borrower or any of its Subsidiaries incurred to finance the acquisition of, construction of or improvement of fixed or capital assets in a principal amount not exceeding 110% of the cost of such acquisition, construction or improvement and (ii) Liens affecting property of a Person (other than a Non-Recourse Subsidiary) existing at the time it becomes a Subsidiary of the Borrower or at the time it merges into or consolidates with the Borrower or a Subsidiary of the Borrower or at the time of a sale, lease or other disposition of all or substantially all of the properties of such Person (other than a Non-Recourse Subsidiary) to the Borrower or any of its Subsidiaries; (g) Liens existing on the Amendment No. 2 Effective Date; (h) Liens created pursuant to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) any Non-Facility Letter of Credit; (i) any landlord’s Lien or other interest or title of a lessor under any lease or a licensor under a license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensed; (j) Liens created under Pole Agreements on cables and other property affixed to transmission poles or contained in underground conduits; (other than any Lien k) Liens of or restrictions on the transfer of assets imposed by ERISAany Governmental Authority or other franchising authority, the creation utilities or incurrence of which would result other regulatory bodies or any federal, state or local statute, regulation or ordinance, in an Event of Default under Section 8.1(k)) incurred each case arising in the ordinary course of business in connection with worker’s compensation, unemployment insurance franchise agreements or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations Pole Agreements; (other than obligations for borrowed money) entered into in the ordinary course of business; (ivl) Liens for taxes, assessments arising from judgments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien decrees not constituting an Event of Default under Section 8.1(h8.1(i); ; (vim) Liens securing the purchase money Indebtedness permitted arising under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundany sale and leaseback transaction; and (xn) other Liens on cash collateral securing obligations of the Borrower and its Subsidiaries in respect of Hedge Agreements that are not exceeding $1,000,000 in aggregate principal amount outstanding at entered into for speculative purposes and letters of credit issued; (o) junior Liens on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any time.Guarantor, which Liens shall be subordinated to the Liens securing the Obligations pursuant to a Junior Lien Intercreditor Agreement; - 85-

Liens. The Borrower will notNot, and will not permit any other Loan Party to, create or cause permit to exist any Lien on any of its Subsidiaries toreal or personal properties, directly assets or indirectly, make, create, incur, assume or suffer to exist, any Lien upon or with respect to any part rights of its property or assets, whatsoever nature (whether now owned or hereafter acquired acquired), except: (a) Liens for taxes or agree to do any other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; (b) Liens arising in the foregoing, other than the following ordinary course of business (collectively, “Permitted Liens”): such as (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, landlords and materialmen and landlords, other similar Liens imposed by law and (ii) Liens incurred in the ordinary course connection with worker’s compensation, unemployment compensation and other types of business social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves have been established in accordance with GAAP (if so required)and the execution or other enforcement of which is effectively stayed; (c) Liens described on Schedule 7.2 as of the Closing Date; (d) subject to the limitation set forth in Section 7.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by Borrower or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired; (e) attachments, appeal bonds, judgments and other than any Lien imposed by ERISAsimilar Liens, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business for sums not exceeding $100,000 arising in connection with worker’s compensation, unemployment insurance court proceedings; provided that the execution or other forms enforcement of governmental insurance or benefits, or to secure such Liens is effectively stayed and the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that claims secured thereby are being actively contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)proceedings; (vf) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges minor defects or irregularities in title and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, and or any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this AgreementSubsidiary; (ixg) Liens created in connection with arising under the Guaranty Fund; Loan Documents; (h) [Liens on Accounts and securing the Indebtedness permitted under Section 7.1(g);] and (xi) other Liens securing obligations the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in the same property subject thereto arising out of the Borrower and its Subsidiaries not exceeding $1,000,000 extension, renewal or replacement of the Debt secured thereby (without increase in aggregate principal the amount outstanding at any timethereof).

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, shall not create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property their respective properties or assets, whether now owned or hereafter acquired or agree acquired; provided, however, that the foregoing restriction and limitation shall not apply to do any of the foregoing, other than the following Liens (collectivelysuch Liens, “"Permitted Liens”"): (ia) Liens in existence on securing taxes, assessments or governmental charges or levies, or the Closing Date and set forth on Schedule 7.3claims or demands of materialmen, and any extensionsmechanics, renewals or replacements thereof; provided that any such extensioncarriers, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extendedworkmen, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof); (ii) Liens imposed by law, such as Liens of carriersrepairmen, warehousemen, mechanicslandlords and other like Persons, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days yet delinquent or that are being contested in accordance with Section 6.2 hereof; (b) other Liens (including pledges or deposits in accordance with workers compensation laws), incidental to the conduct of its business or the ownership of its property and assets, that are not incurred in connection with the borrowing of money or the obtaining of advances or credit, and that do not in the aggregate, with respect to Borrower and its Subsidiaries taken as a whole, materially detract from the value of their property or assets, or materially impair the use thereof in the operation of their business; (c) attachment, judgment and other similar Liens arising in connection with judicial or administrative proceedings, provided that execution or other enforcement of such Liens is effectively stayed, the claims secured thereby are being contested diligently in good faith by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established provided on the books of Borrower or such Subsidiary; (d) Liens arising in accordance connection with, and securing the cost of, the acquisition of equipment, provided, that such Lien attaches only to such equipment and is perfected concurrently with GAAP or within 90 days after the acquisition thereof (if so requiredby purchase, construction or otherwise); (iiie) Liens in favor of the Agent and the Banks; (other than any Lien imposed f) Liens granted by ERISA, the creation or incurrence special purpose Subsidiaries of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business Borrower in connection with worker’s compensationasset securitization transactions permitted hereunder, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (iv) including existing Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (v) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (vi) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach granted pursuant to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after Existing Securitizations and the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty FundWarehouse Facility; and (xg) other Liens securing obligations of specifically permitted under the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeSecurity Agreement or the Pledge Agreement.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any acquired, except: (a) Liens securing payment of the foregoingObligations, other than the following (collectively, “Permitted Liens”): (i) Liens in existence on the Closing Date and set forth on Schedule 7.3, and granted pursuant to any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Loan Document; (iib) until the date of the initial Borrowing; Liens imposed securing payment of Indebtedness of the type permitted and described in clause (b) of Section 7.2.2; (c) purchase money security interests, in addition to, and not in limitation of, the Capitalized Lease Liabilities described in clause (j) hereof, on any property acquired or held by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred any Subsidiary in the ordinary course of business business, securing Indebtedness incurred or assumed for sums the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the principal amount of the Indebtedness which is outstanding and which is secured by any and all such purchase money security interests shall not constituting borrowed money that are at any time exceed $13,000,000 less the amount of Indebtedness outstanding and permitted solely under subsection 7.2.2(f); (d) Liens for taxes, assessments or other governmental charges or levies not overdue for a period of more than thirty (30) days at the time delinquent or that are thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)shall have been set aside on its books; (iiie) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (f) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with workerworkmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety leases and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of businessbusiness or to secure obligations on surety or appeal bonds; (ivg) judgment Liens for taxes, assessments in existence less than 30 days after the entry thereof or other governmental charges with respect to which execution has been stayed or statutory obligations that are not delinquent the payment of which is bonded or remain payable without any penalty or that are being contested covered in good faith full (subject to a customary deductible) by appropriate proceedings and for which adequate reserves have been established in accordance insurance maintained with GAAP (if so required)responsible insurance companies; (vh) Liens in existence on the Fifth Amended and Restated Effective Date and listed on Schedule 7.2.3, but without giving effect to any attachment extensions or judgment Lien not constituting an Event of Default under Section 8.1(h);renewals thereof; and (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of rights-of-way, reservations, licenses, encroachments, variations restrictions and other similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties incurred in the ordinary course of business and which, in the aggregate, do not interfering in any material respect materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the property of the Person which is subject thereto; (j) Liens in connection with Capitalized Lease Liabilities in the amount and to the extent permitted by subsection 7.2.2(f); (k) Liens on property leased by the Borrower and its Subsidiaries, and or any Subsidiary or other interest or title of a lessor, sublessor, licensor or sublicensor the lessor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fund; and (x) other Liens operating leases securing obligations of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding or such Subsidiary to the lessor under such leases; (l) Liens on property of a Target which exist at any timethe time such Target becomes the subject of a Permitted Acquisition to the extent such Liens are otherwise permitted pursuant to this Section 7.2.3; and (m) Liens on the assets of NovaMed of New Albany securing the Indebtedness permitted by clause q of Section 7.2.2.

Liens. The Borrower Loan Parties will not, and will not permit or cause any of its their Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer permit to exist, exist any Lien upon or with respect to on any part of its property or assets, whether asset now owned or hereafter acquired by it, or agree to do assign or sell any income or revenues (including accounts receivable) or rights in respect of the foregoingany thereof, other than except the following (collectively, “herein collectively referred to as "Permitted Liens”"): (ia) Liens in existence favor of a Collateral Agent for the benefit of Secured Parties granted pursuant to any Loan Document or Liens in favor of an Issuing Bank on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part documents delivered under Letters of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)Credit; (iib) Liens imposed by law, for Charges if obligations with respect to such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and Liens for which adequate reserves have been established Charges not yet due and payable and otherwise in accordance compliance with GAAP (if so required)the requirements of Section 5.13; (iiic) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Code or by ERISA), in each case incurred in the creation ordinary course of business (i) for amounts not yet overdue or incurrence (ii) for amounts that are overdue and that (in the case of which would result any such amounts overdue for a period in an Event excess of Default under Section 8.1(k)five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (d) Liens incurred in the ordinary course of business in connection with worker’s workers' compensation, unemployment insurance or and other forms types of governmental insurance or benefitssocial security, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, bids, leases, public or statutory obligationsgovernment contracts, government contracts trade contracts, performance and return-of-money bonds and other similar obligations (other than exclusive of obligations for the payment of borrowed moneymoney or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of U.S. Borrower or any of its Subsidiaries; (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (g) Liens solely on any cash earnest money deposits made by U.S. Borrower or any of its Subsixxxxxxx xx xonnection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (ivi) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings favor of customs and for which adequate reserves have been established revenue authorities arising as a matter of law to secure payment of customs duties in accordance connection with GAAP (if so required)the importation of goods; (vj) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) licenses of Patents, Trademarks and other Intellectual Property rights granted by U.S. Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of U.S. Borrower or such Subsidiaries; (l) Liens described in Schedule 6.02; (i) Liens securing Indebtedness permitted pursuant to subsection 6.01(d)(i) (and any permitted refinancing, refunding, renewal or extension thereof pursuant to subsec- tion 6.01(d)(iii)), provided any such Lien shall encumber only the assets acquired with the proceeds of such Indebtedness and (ii) Liens securing Indebtedness permitted pursuant to subsection 6.01(j), provided any such Lien shall encumber only the assets of the obligors in respect thereof; (n) Liens securing Indebtedness permitted pursuant to subsection (k) of Section 6.01; provided any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness; (o) an attachment or judgment Lien not constituting an Event of Default under Section 8.1(h7.01(f); (vip) other Liens on assets securing the purchase money Indebtedness permitted under Section 7.2(iv), in an aggregate amount not to exceed $100.0 million at any time outstanding; provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion no more than $50.0 million of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness this $100.0 million may be secured by such Lien shall not exceed 100% Liens on assets of the cost to the Borrower Loan Parties or such Subsidiary that secure Indebtedness of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing sourceLoan Parties; (viiq) with respect to any Realty occupied by the Borrower or any Liens on assets of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the U.S. Borrower and its Subsidiaries, and any interest or title that are not Loan Parties securing Hedging Obligations of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with Subsidiaries of the Guaranty FundU.S. Borrower that are not Loan Parties; and (xr) other the PBGC Ratable Lien; provided, however, that no consensual Liens securing obligations shall be permitted to exist, directly or indirectly, on any Equity Interests that form a portion of the Borrower and its Subsidiaries not exceeding $1,000,000 in aggregate principal amount outstanding at any timeCollateral, other than Liens granted pursuant to the Collateral Documents.

Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any part of its property property, revenues or assets, whether now owned or hereafter acquired or agree to do any of the foregoingacquired, other than the following (collectively, “Permitted Liens”):except: (i) a. Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof)securing Government-related Obligations; (ii) b. Liens imposed for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by law, such as appropriate proceedings; c. Liens of carriers, warehousemen, mechanics, materialmen and landlords, landlords incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required)proceedings; (iii) d. Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k)) incurred in the ordinary course of business in connection with worker’s workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure ; e. Liens for current crew’s wages and salvage; (NY) 18002/039/AMENDMENTS/hull.675.credit.agt.doc f. Liens arising by operation of law as the performance result of letters the furnishing of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations necessaries for borrowed money) entered into the Vessel so long as the same are discharged in the ordinary course of business; (iv) Liens for taxes, assessments business or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP proceedings; g. Liens on the Vessel that: (if so required)i) secure obligations covered (or reasonably expected to be covered) by insurance; (vii) any attachment were incurred in the course of or judgment Lien not constituting an Event of Default under Section 8.1(h);incidental to trading the Vessel in connection with repairs or other work to the Vessel; or (viiii) Liens securing were incurred in connection with work to the purchase money Indebtedness permitted under Section 7.2(ivVessel that is required to be performed pursuant to applicable law, rule, regulation or order; provided that, in each case described in this clause (g), provided that such Liens are either (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (vii) with respect to any Realty occupied by the Borrower or any of its Subsidiaries, all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties discharged in the ordinary course of business and not interfering or (y) being diligently contested in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement; (ix) Liens created in connection with the Guaranty Fundgood faith by appropriate proceedings; and (x) other h. Liens securing obligations of the Borrower and its Subsidiaries in an aggregate outstanding amount not exceeding to exceed $1,000,000 in aggregate principal amount outstanding 25,000,000 at any time.