Common use of Liens Clause in Contracts

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiaries, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document; (b) Liens for Taxes not yet due or for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (c) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that 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 workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstanding.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any incomesign, profits or royalties therefrom, or file or permit authorize the filing of, or permit to remain in effect, under the Uniform Commercial Code of any jurisdiction a financing statement or that names such Loan Party as debtor, other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under than the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(d), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted under Section 7.02(d); (c) Liens for Taxes taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overduea period of more than 30 days or, or (ii) for amounts that are overdue and that if more than 30 days, which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictions (including zoning restrictions) and other similar encumbrances or title defects affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderapplicable Person; (h) purported Liens evidenced by securing judgments for the filing payment of precautionary UCC financing statements relating solely money not constituting an Event of Default under Section 8.01(h) (or securing appeal or other surety bonds related to operating leases of personal property entered into in the ordinary course of businesssuch judgments); (i) Liens in favor securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of customs and revenue authorities arising as a matter the property being acquired on the date of law to secure payment of customs duties in connection with the importation of goodsacquisition; (j) Liens not otherwise permitted by this Section so long as (i) the aggregate outstanding principal amount of the obligations secured thereby does not exceed $2,000,000 at any zoning or similar law or right reserved time and (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets encumbered thereby does not exceed (as to or vested in the Loan Parties) $3,000,000 at any governmental office or agency to control or regulate the use of any real propertyone time; (k) Liens on property of a Person existing as at the time such Person is merged into or consolidated with the Borrower or any Domestic Subsidiary of the Closing Date and described in Schedule 8.2 and any extension, renewal Borrower or replacement in whole or in part thereof, becomes a Domestic Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment, do not extend to any assets other than those of the property covered thereby is Person merged into or consolidated with the Borrower or such Domestic Subsidiary or acquired by the Borrower or such Domestic Subsidiary and are not increasedfor Consolidated Funded Indebtedness (other than purchase money indebtedness permitted under Section 7.02(f)); (l) Liens arising in the ordinary course of business in favor of one or more financial institutions in which any Loan Party maintains one or more deposit accounts in the ordinary course of business securing purchase money Indebtedness usual and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject customary fees and expenses (but not attorneys fees and expenses) directly relating to such Capital Leasedeposit accounts, respectivelyprovided that such Liens secure amounts outstanding for not more than thirty days from the date of incurrence; (m) precautionary Liens arising from filing UCC financing statements in favor respect of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations operating leases, provided that such Liens do not extend to any assets other than those subject of a Defaulting Lender to fund risk participations hereundersuch operating lease; (n) Liens consisting attaching to brokerage or securities accounts with respect to Investments permitted by Section 7.03 to secure usual and customary fees incurred in the ordinary course in connection with the maintenance of judgment such brokerage or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder;securities accounts; and (o) to the extent constituting a Lien, non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties IP Rights of a Loan Party in the ordinary course of business and substantially consistent with past practices for terms not interfering in any respect with the ordinary conduct exceeding five (5) years; provided, however, that this Section 7.01 shall not apply to treasury stock of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements Borrower to the extent required by Section 2.18; and constituting margin stock (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess within the meaning of $5,000,000 in Regulation U of the aggregate at any one time outstandingFRB).

Liens. No Credit Party shallNeither Holdings nor the Borrower will, nor shall it will they permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset assets (including stock or other securities of any kind (Person, including any document or instrument in respect of goods or accounts receivableSubsidiary) of any Credit Party or any of its Subsidiaries, whether now owned or hereafter acquired, created acquired by it or licensed on any income or any income, profits revenues or royalties therefrom, or file or permit the filing of, or permit to remain rights in effect, any financing statement or other similar notice respect of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual propertythereof, except: (a) Liens in favor on property or assets of the Collateral Agent for Borrower and its Subsidiaries existing on the benefit of the holders of the Obligations granted pursuant to any Credit DocumentEffective Date and set forth in Schedule 6.02; (b) Liens for Taxes any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; provided that (i) such Lien is not yet due created in contemplation of or for Taxes if obligations in connection with respect such acquisition, and (ii) such Lien does not apply to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedany other property or assets of the Borrower or any Subsidiary; (c) statutory Liens of landlordsfor taxes, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other assessments or governmental charges or levies not yet due or which are being contested in compliance with Section 5.03; (d) Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case do not secure Indebtedness for borrowed money and were incurred in the ordinary course of business (i) for amounts not yet overduebusiness, or (ii) for amounts that are overdue and that are being contested in good faith by appropriate proceedingssuch as carriers’, so long as such reserves warehousemen’s, mechanic’s, materialmen’s, repairmen’s or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (d) like Liens incurred arising in the ordinary course of business; provided that such Liens either (i) do not in the aggregate materially detract from the value of the property or assets to which such Liens apply or materially impair the use thereof in the operation of the business of Holdings, the Borrower and the Subsidiaries or (ii) are being contested in connection compliance with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness)Section 5.03; (e) Liens upon equipment, machinery or real property (including improvements thereto and fixtures thereon), assets subject to Capital Lease Obligations and assets financed with industrial revenue bonds; provided that such Liens only secure Indebtedness incurred (A) to finance the acquisition of such equipment, machinery or real property, or the improvement of such real property, (B) in respect of Capital Lease Obligations or (C) in respect of industrial revenue bonds, (ii) such Liens (other than Liens securing Capital Lease Obligations) are incurred, and the related Indebtedness is created, within 180 days after the acquisition or construction of the assets financed thereby and (iii) in each case, such Liens do not encumber any other assets or properties; (f) leases or subleases granted to other Persons not materially interfering with the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (g) easements, licenses, rights-of-way, zoning or other restrictions, encroachmentsencroachments and other similar charges or encumbrances, and other minor defects title deficiencies, statutory and common law landlords’ liens under leases to which Holdings, the Borrower or irregularities in titleany of its Subsidiaries is a party, in each case which do not securing Indebtedness and will not interfere in any material respect materially interfering with the ordinary conduct of the business of any Credit Party Holdings, the Borrower or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunder; (h) purported Liens evidenced (other than any Lien imposed by the filing ERISA) for worker’s compensation, unemployment compensation and other forms of precautionary UCC financing statements relating solely to operating leases of personal property entered into government insurance incurred in the ordinary course of business; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment (i) performance of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extensiontenders, renewal or replacement in whole or in part thereofstatutory obligations, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicensesbids, leases and contracts or subleases granted to third parties other similar obligations (other than for borrowed money) entered into in the ordinary course of business and not interfering in any respect with or (ii) obligations on surety or appeal bonds, provided that the ordinary conduct obligations secured by such Liens (and, to the extent (without duplication) the value of cash or property (other than Letters of Credit) forming a part of the business security with respect to such surety or appeal bonds exceeds the obligations so secured, the amount of such Credit Party or such Subsidiaryexcess) do not exceed in the aggregate $7,500,000; (pj) Liens in favor of collecting banks under Section 4-210 of the UCCarising from precautionary Uniform Commercial Code financing statement filings regarding operating leases otherwise permitted hereunder; (qk) Liens (including the right of set-off) in favor any interest or title of a bank lessor under any operating lease of property to, or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale any consignor of goods consigned to, or any creditor of any consignee in goods consigned to such consignee by, the Borrower or any of its Subsidiaries, in each case in the ordinary course of business; (sl) Liens relating arising out of judgments or awards, which have been in existence for less than 45 days from the date of creation thereof or which have been stayed or bonded pending appeal or fully covered by insurance (subject to Refinancing Notes incurred pursuant to Section 2.18applicable deductibles) and for which no enforcement action has been commenced, provided that the aggregate amount of all such liens are subject to intercreditor judgments or subordination agreements awards (and, to the extent required by Section 2.18(without duplication) the value of cash or property (other than Letters of Credit) forming a part of the security with respect to such judgment or award exceeds the obligations so secured, the amount of such excess) does not exceed $7,500,000 at any time outstanding; and (tm) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess under any Rate Protection Agreement consisting solely of $5,000,000 in an assignment of the aggregate at any one time outstandingBorrower’s rights under such Rate Protection Agreement.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon the Collateral and any of its Subsidiariesother property, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit except for 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, profits or royalties under following (the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:“Permitted Liens”): (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property, assets or revenues covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business which are not overdue for a period of more than thirty (i30) for amounts not yet overdue, days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, so long as such if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that, a reserve or other appropriate provisions, if any, as shall be required by GAAP provision shall have been made therefor; [***] Confidential treatment has been requested for any such contested amounts;the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness) that is not Indebtedness permitted under Section 7.02, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderapplicable Person; (h) purported Liens evidenced by securing judgments for the filing payment of precautionary UCC financing statements money (or appeal or other surety bonds relating solely to operating leases such judgments) not constituting an Event of personal property entered into in the ordinary course of businessDefault under Section 8.01(h); (i) Liens in favor securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property, assets or revenues other than the property, assets or revenues financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value at the time of customs and revenue authorities arising as a matter the acquisition, whichever is lower, of law to secure payment the property being acquired on the date of customs duties in connection with the importation of goodsacquisition; (j) any zoning or similar law or right reserved Liens (i) securing Indebtedness permitted under Section 7.02(g) on the property, assets and revenues of Excluded Subsidiaries and (ii) securing obligations of the Excluded Subsidiaries pursuant to or vested the Tax Equity Documents, in any governmental office or agency each case so long as such Liens do not attach to control or regulate the use net proceeds of any real propertyAvailable Take-Out; (k) Liens existing securing Indebtedness permitted under Section 7.02(h) so long as of such Liens attach only to the Closing Date and described in Schedule 8.2 and any extension, renewal vehicles or replacement in whole or in part thereof, provided that the property covered thereby is not increasedcomputer systems financed thereby; (l) Liens securing purchase money Indebtedness and Capital Leases permitted under Section 7.02(j) so long as such Liens attach only to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectivelyfinanced thereby; (m) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrowers or any of their Subsidiaries, in each case in the ordinary course of business in favor of the Issuing Bank bank or banks with which such accounts are maintained, securing solely the Swingline Lender on customary amounts owing to such bank with respect to cash collateral securing management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the obligations repayment of a Defaulting Lender to fund risk participations hereunderany Indebtedness; (n) Liens consisting arising out of judgment judgments or judicial attachment liens relating to judgments which do awards not constitute resulting in an Event of Default hereunder;Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (o) non-exclusive licenses (including licenses Any interest or title of Intellectual Property)a lessor, sublicenseslicensor or sublessor under any lease, leases license or subleases granted to third parties sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and not interfering in any respect with covering only the ordinary conduct of the business of such Credit Party assets so leased, licensed or such Subsidiarysubleased; (p) Liens in favor of collecting banks a collection bank arising under Section 4-210 of the UCCUCC on items in the course of collection; (q) Liens (including the right of set-off) Any zoning, building or similar laws or rights reserved to or vested in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering depositsany Governmental Authority; (r) Liens arising out on property, assets and revenues of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of businessExcluded Subsidiaries securing Indebtedness incurred under Section 7.02(m); (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor on SRECs or subordination agreements to Liens in connection with any contract or agreement for the extent required by Section 2.18sale of SRECs; and (t) other Liens not otherwise permitted hereunder securing Indebtedness outstanding in an aggregate principal amount not to exceed $10,000,000; provided that no such Lien shall extend to or other obligations not in excess of $5,000,000 in the aggregate at cover any one time outstandingCollateral.

Liens. No Credit Party shallThe Parent will not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiaries, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefromacquired by it, or file assign or permit the filing of, sell any income or permit to remain revenues (including accounts receivable) or rights in effect, any financing statement or other similar notice respect of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual propertythereof, except: (a) Liens in favor of created under the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit DocumentSecurity Documents; (b) any Lien on any property or asset of the Parent or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 8.02, provided that (i) such Lien shall not apply to any other property or asset of the Parent or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens imposed by any Governmental Authority for Taxes taxes, assessments or charges not yet due or for Taxes if obligations with respect to such Taxes delinquent (or in the case of property taxes and assessments not exceeding $2,000,000 in the aggregate more than 90 days overdue) or which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conductedif adequate reserves with respect thereto are maintained on the books of the Parent or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen’s or other like Liens, and other vendors’ Liens imposed by statute or common law (other than any such Lien imposed pursuant to Section 430(k) not securing the repayment of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j))Indebtedness, in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 60 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedingsproceedings and Liens securing judgments (including, so long as such reserves or other appropriate provisionswithout limitation, if anypre-judgment attachments) but only to the extent, as shall be required by GAAP shall have been made for any such contested amountsan amount and for a period not resulting in an Event of Default under paragraph (j) of Article IX; (de) Liens incurred in the ordinary course of business in connection with workers’ compensationpledges or deposits under (i) worker’s compensation (including, without limitation, worker’s compensation insurance programs), unemployment insurance and other types of social securitysecurity legislation and (ii) general liability, or automobile liability, excess liability, fiduciary liability, directors and officers liability and foreign liability insurance programs; (f) deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases (other than capital leases), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, encroachmentseasements, licenses, restrictions on the use of property or imperfections in title thereto which, in the aggregate, are not material in amount, and other minor defects or irregularities in titlewhich do not, in each case which do not the aggregate, materially detract from the value of the property of the Parent and will not its Restricted Subsidiaries or materially interfere in any material respect with the ordinary conduct of the business of any Credit Party the Parent or any of its Restricted Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunder; (h) purported Liens evidenced consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law or (except to the extent securing Indebtedness) by contract in the ordinary course of business, and Liens on documents presented in letters of credit drawings; and (i) Liens on fixed or capital assets acquired, constructed or improved by the filing Parent or any Restricted Subsidiary, provided that (i) such Liens secure Indebtedness permitted by Section 8.01(e), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of precautionary UCC financing statements relating 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 Parent or any Subsidiary; (j) Liens on property of Restricted Subsidiaries that are not Obligors, so long as such Liens do not extend to cover property of any Obligor; (k) licenses, on a non-exclusive basis (or, solely with respect to operating leases any territory where neither the Parent nor any Restricted Subsidiary is doing business, on an exclusive basis) of personal rights in the intellectual property entered into of the Parent or any Restricted Subsidiary granted in the ordinary course of business; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens on the Equity Interests of, and on the property or assets of, a Project Entity securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectivelyNon-Recourse Project Indebtedness; (m) Liens on property purchased or built pursuant to any engineering, construction, procurement, manufacturing, equipment or supply contract (each, a “Customer Contract”) with a customer (including any Governmental Authority) in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) such customer, which Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties arise in the ordinary course of business and not interfering in any respect with secure the ordinary conduct performance obligations of the business of Parent or the relevant Restricted Subsidiary (as applicable) under such Credit Party or such SubsidiaryCustomer Contract; (pn) Liens constituting security referred to in favor paragraphs (c)(ii), (c)(iii) and (g) of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.188.01; and (to) additional Liens not otherwise permitted hereunder securing Indebtedness upon real or other obligations not in excess of $5,000,000 in personal property created after the date hereof, provided that the aggregate at any one time outstandingamount of obligations secured thereby shall not exceed $50,000,000.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for Taxes taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business which are not overdue for a period of more than 60 days or if more than sixty (i60) for amounts not yet days overdue, are unfiled and no other action has been take to enforce such Lien or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (de) Liens incurred (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types social security legislation, other than any Lien imposed by ERISA and (ii) pledges and deposits in the ordinary course of social securitybusiness securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries and (iii) Liens on proceeds of insurance policies securing Indebtedness permitted under Section 7.03(m)(i); (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (other than bonds related to judgments or litigation), performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsservitudes, encroachmentspermits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other minor defects or irregularities similar encumbrances incurred in titlethe ordinary course of business which, in each case with respect to all of the foregoing, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderapplicable Person; (h) purported Liens evidenced securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e); provided that (i) such Liens securing purchase money Indebtedness do not at any time encumber any property other than the property financed by such Indebtedness and the filing proceeds and products thereof and (ii) the Indebtedness secured thereby does not exceed as of precautionary UCC financing statements relating solely the date such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) Subject to operating the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of personal property business premises entered into in the ordinary course of businessbusiness for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) Liens of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of customs and revenue authorities a banking institution arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens encumbering deposits (including the right of set-off) and which are within the general parameters customary in favor the banking industry; or (iv) in connection with Cash Management Obligations and other obligations in respect of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional salenetting services, title retentionoverdraft protections and similar arrangements, consignment or similar arrangements for the sale of goods in each case in connection with deposit accounts in the ordinary course of businessbusiness and that are limited to Liens customary in such arrangements; (sm) Liens relating (i) on cash advances in favor of the seller of any property to Refinancing Notes incurred be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 2.187.05, provided such liens are subject to intercreditor or subordination agreements in each case, solely to the extent required such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 2.18; and7.03; (tp) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted hereunder securing by the foregoing clauses of this Section 7.01; provided that the aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other obligations not interest permitted under subsections (a) through (o) above ranks in excess of $5,000,000 in the aggregate at priority to any one time outstandingObligation.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: (a) Mechanics’, warehousemen’s, landlord’s, materialmen’s, carriers’, and other similar Liens arising in favor the ordinary course of the Collateral Agent business that are not overdue for the benefit of the holders of the Obligations granted pursuant to any Credit Documenta period longer than 30 days or that are being contested in good faith by appropriate proceedings; (b) Pledges or deposits in connection with workers’ compensation, unemployment insurance, and other social security legislation; (c) Liens for Taxes not yet due or for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (c) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that are being contested in good faith by appropriate proceedings, so long as such provided that adequate reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amountswith respect thereto are maintained on the consolidated books of the Borrower in conformity with GAAP; (d) Liens incurred in respect of judgments or awards pending appeal (other than judgments or awards not constituting an Event of Default under Section 7(h)) so long as execution is not levied thereunder, and Liens in favor of plaintiff or defendant in any action before a court or a tribunal as security for costs or expenses where such action is being prosecuted or defended in the ordinary course bona fide interest of business in connection with workers’ compensation, unemployment insurance and the Borrower or any other types of social securityGroup Member; (e) Liens on deposits to secure, or to secure any Lien otherwise securing, the performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and bonds, appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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 like nature incurred in the ordinary course of business; (f) Liens on any fixed or capital assets to secure the purchase of or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing capital lease obligations); provided, that (i) such Lien secures Indebtedness which on the date incurred and after giving pro forma effect thereto is permitted under Section 6.1, (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset of any Group Member; and (iv) the Indebtedness secured by such Lien does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (g) Liens (x) outstanding on or over any Assets acquired after the Closing Date, (y) in existence at the date of such acquisition and not created in contemplation thereof, and (z) where the principal amount secured thereby is not increased over the amount so secured and outstanding at the time of such acquisition (other than in the case of Liens for a fluctuating balance facility, by way of utilization of that facility within the limits applicable thereto at the time of acquisition); (h) Liens constituted by a right of set off, or rights over a margin call account, or any form of cash collateral, or any similar arrangement, in any such case for obligations incurred in respect of any Hedge Agreements, as renewed or extended upon the renewal or extension or refinancing or replacement of the obligations secured thereby; (i) Liens in favor existing on the Closing Date and set forth on Schedule 6.2(i) and Liens granted pursuant to the terms of customs and revenue authorities arising the Nicor Gas Indenture as a matter of law to secure payment of customs duties in connection with renewed, extended, refinanced or replaced, provided that such renewal, extension, refinancing, or replacement does not cover any other Assets or increase the importation of goodsobligations secured thereby; (j) any Survey exceptions or encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or similar law or right reserved other restrictions as to or vested in any governmental office or agency to control or regulate the use of real properties which do not materially impair their use in the operation of the business of the Borrower or any real propertySubsidiary; (k) Liens existing as of with respect to any surplus assets leased by the Closing Date and described in Schedule 8.2 and Borrower or any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increasedSubsidiary; (l) Liens securing purchase money Indebtedness and Capital Leases to on any property owned by a Person other than the extent permitted pursuant to Section 8.1(e); providedBorrower or any Subsidiary if the Borrower or a Subsidiary holds only leasehold interests or easements, any such Lien shall encumber only the asset acquired rights-of-way, licenses or similar rights of use or occupancy with the proceeds of such Indebtedness or the assets subject respect to such Capital Lease, respectively;property; and (m) Liens in favor created or outstanding on Assets of the Issuing Bank Borrower or other Group Members, provided that the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; aggregate outstanding principal, capital and nominal amounts secured by all Liens created or outstanding as permitted under clauses (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Propertyf), sublicenses(g), leases or subleases granted to third parties in the ordinary course of business (h) and (i) above and this clause (m) shall not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingexceed 10% of Consolidated Net Worth.

Liens. No Credit Party shallThe Company shall not, nor shall it permit any without the prior written consent of its Subsidiaries toFHI, directly or indirectly, create, incur, assume create or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiaries, whether assets now owned or hereafter acquiredacquired by it, created or licensed or including, without limitation any incomeof its rights, profits or royalties therefrom, or file or permit the filing of, or permit to remain title and interests in effect, any financing statement or other similar notice of any Lien with respect and to any such propertyreal estate, asset, income, profits whether leased or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual propertyowned, except: (a1) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted FHI created pursuant to any Credit Documentthe requirements of this Agreement, or otherwise; (b2) Liens for Taxes not yet due any Lien or for Taxes if obligations deposit with respect any governmental agency required or permitted to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (c) statutory Liens of landlordsqualify the Company to conduct business or exercise any privilege, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code franchise or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred in the ordinary course of business (i) for amounts not yet overduelicense, or (ii) for amounts that are overdue and that are being contested in good faith by appropriate proceedings, so long as such reserves to maintain self-insurance or other appropriate provisions, if any, as shall be required by GAAP shall have been made for to obtain the benefits of or secure obligations under any such contested amounts; (d) Liens incurred in the ordinary course of business in connection with workers’ law pertaining to worker's compensation, unemployment insurance and other types of insurance, old age pensions, social securitysecurity or similar matters, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money obtain any stay or other Indebtedness); (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 discharge in any material respect with the ordinary conduct of the business of any Credit Party legal or administrative proceedings, or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest similar lien or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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 deposit arising in the ordinary course of business; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j3) any zoning mechanic's, worker's, repairmen's, carrier's, warehousemen's 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) other like Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties arising in the ordinary course of business for amounts not yet due and not interfering for the payment of which adequate reserves have been established, or deposits made to obtain the release of such Liens; (4) easements, licenses, minor irregularities in title or minor encumbrances on or over any respect with real property which do not, in the ordinary conduct judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of such Credit Party or such Subsidiarythe Company; (p5) Liens for taxes and governmental charges which are not yet due or which are being contested in favor of collecting banks under Section 4-210 of the UCCgood faith and by appropriate proceedings and for which appropriate reserves have been established; (q6) Liens (including the right of set-off) created by or resulting from any litigation or legal proceeding which is being contested in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements good faith and by appropriate proceedings and for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18which appropriate reserves have been established; and (t7) those specific Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingnow existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if any.

Liens. No Credit Party shallCreate, nor shall it incur, assume, or suffer to exist, or permit any of its Subsidiaries to, directly or indirectly, Restricted Subsidiary to create, incur, assume assume, or permit suffer to exist exist, any Lien on Lien, upon or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiariesproperties, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit except 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document; (b1) Liens for Taxes taxes or assessments or other government charges or levies (x) if not yet past due or for Taxes if obligations with respect to such Taxes which remain payable without penalty or (y) which are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedfor which appropriate reserves are maintained; (c2) statutory Liens of imposed by law, such as mechanics’, materialmen’s, landlords, banks, carriers’, warehousemen’s, mechanics, repairmen, workmen customs authorities’ and materialmencarriers’ Liens, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j))similar Liens, in each case securing obligations incurred in the ordinary course of business (i) for amounts which are not yet overdue, delinquent or (ii) for amounts that are overdue and that which are being contested in good faith by appropriate proceedings, so long as such proceedings and for which appropriate reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amountsestablished; (d3) Liens incurred in the ordinary course of business in connection with under workers’ compensation, unemployment insurance and other types of social securityinsurance, Social Security, or similar legislation (other than Liens imposed by ERISA); (4) Liens, deposits, or pledges to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and contracts (other similar obligations (exclusive of obligations than contracts for the payment of borrowed money money), public or statutory obligations, surety, stay, appeal, indemnity, performance, or other Indebtedness); (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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intentsimilar bonds, 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 other similar obligations arising in the ordinary course of business; (i5) judgment, attachment and other similar Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with any court proceeding, provided (a) the importation execution or other enforcement of goodssuch Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings or (b) such Liens do not otherwise secure amounts exceeding $25,000,000 in the aggregate; (j6) Subject to Section 5.14, easements, rights-of-way, restrictions (including zoning, building and land use restrictions), restrictive covenants, conditions and condominium regimes (including, without limitation, any zoning Lien rights granted pursuant to any recorded declaration of covenants, conditions, restrictions or condominium regime to any property owners’ association or similar law Person that has authority to impose and collect dues or right reserved to assessments), minor irregularities in title and other similar encumbrances which, in the aggregate, do not materially interfere with the occupation, use, and enjoyment by the Borrower or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as Restricted Subsidiary of the Closing Date and described in Schedule 8.2 and any extension, renewal property or replacement in whole or in part thereof, provided that the property covered assets encumbered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business or materially impair the value of the property subject thereto; (7) Liens securing payment obligations as described in Section 6.02(10), provided that such Liens extend only to the land or lots to which such payment obligations relate and the proceeds thereof; (8) rights of repurchase and/or rights of first refusal in favor of sellers of any Real Property; (9) leases or subleases granted to others not materially interfering in any respect with the ordinary conduct course of business of the business Borrower and its Restricted Subsidiaries or the use of such Credit Party or such Subsidiarythe Real Property to which they relate; (p10) Liens in favor securing Debt permitted under clause (3), (4), (5) or (9) of collecting banks under Section 4-210 of the UCC6.02; (q11) Liens securing letter of credit obligations and loans to the extent such Liens are limited to property not constituting Collateral; (12) Liens created pursuant to the Security Documents; (13) Liens securing Debt (including the right Second Lien Notes and any Exchange Notes in respect thereof, and any guarantees in respect thereof, and together with any Refinancing Debt in respect of set-offthe Debt described in this clause (13)) in favor an amount not to exceed the greater of (i) $700,000,000 and (ii) 40% of Consolidated Tangible Assets, in each case less the amount of the Aggregate Commitments, which Liens incurred under this clause (13) shall, to the extent encumbering Collateral, be on a bank junior lien priority basis compared to the Liens securing the Facility on the same basis as the Liens securing Second Priority Obligations (as defined in the Intercreditor Agreement) are treated under the Intercreditor Agreement with respect to the Liens securing First Priority Obligations (as defined in the Intercreditor Agreement), pursuant to the Intercreditor Agreement or other depository institution another intercreditor agreement in form and substance substantially similar to the Intercreditor Agreement or otherwise reasonably satisfactory to the Agent, provided that is normal or customary or arising the Liens securing the Second Lien Notes, any Exchange Notes (as a matter of law encumbering depositsdefined in the Base Indenture 2012) in respect thereof, any guarantee in respect thereof and any Refinancing Debt in respect thereof may encumber only assets that also secure the Obligations; (r14) any interest in or title of a lessor or sublessor to property subject to (i) any Capital Lease otherwise permitted by this Agreement and (ii) any other lease or sublease or any UCC financing statement filed in respect thereof; (15) other Liens existing on the date of this Agreement and set forth on Schedule 6.01; (16) any option, contract or other agreement to sell any property or asset, to the extent limited to such property or asset, provided such sale is not otherwise prohibited by this Agreement; (17) Liens on property or assets of any Restricted Subsidiary securing obligations owing to the Borrower or one or more other Restricted Subsidiaries which, with respect to any such Liens on property or assets constituting Collateral, are subordinated to the Liens created pursuant to the Security Documents in a manner reasonably satisfactory to the Agent; (18) any right of a lender or lenders to which the Borrower or a Restricted Subsidiary may be indebted to offset against, or appropriate and apply to the payment of, such Debt any and all balances, credits, deposits, accounts or monies of the Borrower or a Restricted Subsidiary with or held by such lender or lenders; (19) Liens encumbering customary initial deposits and margin deposits, and other Liens that are customary in the Borrower’s industry and incurred in the ordinary course of business securing any obligations or liabilities arising under interest and currency exchange rate swap agreements, forward contracts, options, futures contracts, futures options or similar hedging agreements or arrangements designed to protect the Borrower or any of its Restricted Subsidiaries from fluctuations in interest rates, currency exchange rates, or the price of commodities; (20) Liens arising out of conditional sale, title retention, consignment 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; (s21) Liens relating on property acquired by the Borrower or a Restricted Subsidiary and Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary; provided that in each case such Liens (A) were in existence prior to the contemplation of such acquisition, merger or consolidation, (B) do not extend to any asset other than those of the Person merged with or into or consolidated with the Borrower or the Restricted Subsidiary or the property acquired by the Borrower or the Restricted Subsidiary and (C) secure only those obligations which they secured on the date of such merger or consolidation or designation as a Restricted Subsidiary and any Refinancing Notes incurred pursuant to Section 2.18Debt in respect of such obligations; (22) Liens replacing any of the Liens described in clauses (10), (15) and (21) above; provided that (A) the principal amount of the Debt secured by such liens are subject to intercreditor or subordination agreements Liens shall not be increased (except to the extent of reasonable premiums or other payments required by Section 2.18to be paid in connection with the repayment of the previously secured Indebtedness or Incurrence of related Refinancing Debt and expenses incurred in connection therewith) and (B) the new Liens shall be limited to the property or part thereof which secured the Lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; and (t23) other Liens securing obligations or liabilities not otherwise permitted hereunder securing Indebtedness or other obligations prohibited by this Agreement in an aggregate amount not in excess of to exceed $5,000,000 in the aggregate at any one time outstanding20,000,000.

Liens. No Credit Party shallEach Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectlycreate, createassume, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty (including Hydrocarbon Interests, accounts receivable and Equity Interests in Subsidiaries or other Persons), whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: (a) Liens in favor securing payment of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit DocumentObligations; (b) purchase money Liens securing Indebtedness of the type permitted under Section 8.1(b) incurred to finance the acquisition of specific fixed assets or equipment; provided that (i) such Lien is created within sixty (60) days of the incurrence of such Indebtedness, (ii) the principal amount of the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such fixed assets or equipment, (iii) such Lien encumbers only the fixed assets or equipment that are financed by such Indebtedness and does not attach to any other assets of such Borrower or any of its Subsidiaries and (iv) the amount of Indebtedness secured thereby is not increased; (c) Liens for Taxes taxes, assessments or other governmental charges or levies not yet due at the time delinquent (provided that no foreclosure, sale or for Taxes if obligations with other enforcement proceedings in respect to such Taxes thereof have been initiated) or that are being diligently contested in good faith by appropriate proceedings promptly instituted and diligently conductedfor which adequate reserves in accordance with GAAP shall have been set aside; (cd) statutory Liens of landlords, banks, carrierscarrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen and materialmen, and landlords’ or other similar Liens imposed arising by operation of law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred in the ordinary course of business (i) for amounts in respect of obligations that are not yet overdue, due or (ii) for amounts that are overdue and that are being diligently contested in good faith by appropriate proceedings, so long as such proceedings and for which adequate reserves or other appropriate provisions, if any, as shall be required by in accordance with GAAP shall have been made for any such contested amountsset aside; (de) Liens incurred in favor of operators and non-operators under joint operating agreements arising in the ordinary course of business to secure amounts owing by such Borrower or any of its Subsidiaries that are not yet due or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside; (f) obligations of such Borrower or any of its Subsidiaries in respect of royalty payments, overriding royalty payments, net profit interests, production payments, reversionary interests, calls on production, preferential purchase rights and other deductions from the proceeds of Hydrocarbon production, that do not secure Indebtedness for borrowed money and that are taken into account in computing the net revenue interests and working interests of such Borrower or any of its Subsidiaries warranted in the Security Documents; (g) Liens created by, or arising under any Applicable Law (in contrast with Liens voluntarily granted) in the ordinary course of business of such Borrower or any of its Subsidiaries in connection with workers’ compensation, unemployment insurance insurance, employers’ health tax or other social security or statutory obligations that secure amounts that are not yet due or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside; (h) Liens arising under operating agreements, unitization and pooling agreements and orders, farm-out agreements, gas balancing agreements and other types related agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into by such Borrower or any of social securityits Subsidiaries in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of such Borrower or any of its Subsidiaries warranted in the Security Documents, to the extent that any such Lien does not materially detract from the value of the property encumbered by such Lien or materially impair the use thereof in the operation of the business of such Borrower or any of its Subsidiaries; (i) Liens arising pursuant to deposits to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, Hydrocarbon Licenses, or performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business of such Borrower or any of its Subsidiaries; (j) bankers’ Liens, rights of setoff and other similar obligations Liens existing solely with respect to cash and temporary investments on deposit in one or more accounts maintained by such Borrower or any of its Subsidiaries (exclusive other than the Collection Accounts), in each case granted in the ordinary course of obligations business in favor of the bank or financial institution with which such accounts are maintained, securing amounts owing to such bank or financial institution with respect to cash management and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (k) judgment Liens in existence for less than forty-five (45) days after the entry thereof or with respect to which execution has been stayed or the payment of borrowed money or other Indebtednesswhich is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and that do not otherwise result in an Event of Default under Section 9.1(g); (el) easements, rights-of-way, restrictions, encroachmentszoning restrictions and other similar encumbrances, and other minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which materially detracts from the value of the property encumbered thereby or irregularities materially impairs the use thereof in title, in each case which do not and will not interfere in any material respect with the ordinary conduct operation of the business of any Credit Party such Borrower or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens Liens, if any, granted in favor of the Issuing Bank LC Issuer to cash collateralize or the Swingline Lender on cash collateral securing otherwise secure the obligations of an LC Participant that is a Defaulting Delinquent Lender to fund risk participations hereunder;; and (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties specified in the ordinary course of business and not interfering in any respect with the ordinary conduct Item 8.2 of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingDisclosure Schedule.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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 8.03(b); (c) Liens (other than Liens imposed under ERISA) for Taxes taxes, assessments or governmental charges or levies not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, landlords and Liens of carriers, warehousemen, mechanics, repairmen, workmen materialmen and materialmen, suppliers and other Liens imposed by law (other than any such Lien imposed or pursuant to Section 430(k) customary reservations or retentions of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred title arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) for an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet overduedue and payable or, or if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for amounts that are overdue and that are being contested which adequate reserves determined in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by accordance with GAAP shall have been made established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for any such contested amountsRevolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (other than bonds related to judgments or litigation), performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictions, encroachments, restrictions and other minor defects or irregularities in titlesimilar encumbrances affecting real property which, in each case the aggregate, are not substantial in amount, which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiariesthe applicable Person and which, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (f) any interest or title such approval to be in the sole discretion of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderthe Administrative Agent); (h) purported Liens evidenced by securing judgments for the filing payment of precautionary UCC financing statements relating solely money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to operating leases of personal property entered into in the ordinary course of businesssuch judgments; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goodssecuring Indebtedness permitted under Section 8.03; (j) any zoning Leases or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real propertysubleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens existing as of the Closing Date and described arising from UCC financing statements (or equivalent filings, registrations or agreements in Schedule 8.2 and any extensionforeign jurisdictions) relating to, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increasedleases permitted by this Agreement; (l) Liens securing purchase money Indebtedness and Capital Leases deemed to the extent exist in connection with Investments in repurchase agreements permitted pursuant to under Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively8.02; (m) Liens normal and customary rights of setoff upon deposits of cash in favor of the Issuing Bank banks or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunderother depository institutions; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks a collection bank arising under Section 4-210 of the UCCUniform Commercial Code on items in the course of collection; (qo) Liens (including of sellers of goods to the right Parent and any of set-off) in favor its Subsidiaries arising under Article 2 of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment the Uniform Commercial Code or similar arrangements for the sale provisions of goods 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; (sp) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18any Permitted PILOT Transaction; and (tq) Liens not otherwise permitted hereunder securing Indebtedness or other on (i) the assets of the Tenants to secure their obligations not in excess under the Lease Agreements and (ii) the assets of $5,000,000 in RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the aggregate at any one time outstandingguaranties of their obligations of the Tenants under the Lease Agreements.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist exist, any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:following (“Permitted Liens”): (a) Prior to the date the Parent Borrower receives an Investment Grade Rating: (i) Liens described in favor Section 7.01(b)(i) through (xi); and (ii) during the Collateral Period, Liens securing Indebtedness permitted under Section 7.12(a)(vii); (iii) Liens securing Indebtedness of the Collateral Agent for the benefit Parent Borrower in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (iv) Liens securing Indebtedness of the holders of the Obligations granted pursuant Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at any Credit Document;time outstanding; and (b) From and after the date the Parent Borrower receives an Investment Grade Rating: (i) Liens pursuant to any Loan Document or securing any Obligation; (ii) Liens existing on the date hereof provided, that to the extent any such Liens secure Indebtedness in excess of $10,000,000 in the aggregate, they are listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and the principal amount of the Indebtedness thereby secured is not increased, other than by the additional amount of premium, if any, and accrued interest on such Indebtedness and reasonable expenses incurred in connection therewith; (iii) Liens for Taxes taxes not yet due delinquent or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (civ) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 30 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such if adequate reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amountswith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (dv) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, other than any Lien imposed by ERISA; (vi) Liens incurred or deposits to secure the performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (including surety and appeal bonds related to judgments only to the extent permitted by clause (viii) of this Section 7.01), performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (evii) easements, rights-of-way, restrictions, encroachments, restrictions and other minor defects similar charges or irregularities in titleencumbrances which, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of any Credit Party or any of its Subsidiariesare granted, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties created in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such SubsidiaryPerson; (pviii) attachments or other Liens in favor securing judgments for the payment of collecting banks money not constituting an Event of Default under Section 4-210 of the UCC8.01(h) or securing appeal or other surety bonds related to such judgments; (qix) Liens on property securing obligations permitted under Section 7.12(a)(v), provided that the amount of such obligations shall not exceed at any time an aggregate amount equal to one percent (including the right 1%) of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering depositsNet Tangible Assets; (rx) Liens arising out on property or assets of conditional sale, title retention, consignment or similar arrangements for the sale any Subsidiary securing Indebtedness of goods in the ordinary course of businesssuch Subsidiary owing to a Borrower; (sxi) Liens relating to Refinancing Notes incurred pursuant to Section 2.18on (A) property or shares of equity interests of a Person that becomes a Subsidiary after the Closing Date, provided such liens are subject to intercreditor or subordination agreements to (B) Acquired Assets acquired by a Borrower or a Subsidiary after the extent required Closing Date, including any acquisition by means of merger or consolidation with or into a Borrower or a Subsidiary which is permitted by Section 2.187.02; provided (i) such Liens were in existence at the time such Person becomes a Subsidiary or at the time of such acquisition of such Acquired Assets, (ii) such Liens were not created in contemplation of the acquisition of such Person or such Acquired Assets, (iii) such Liens do not encumber property other than property owned by such Person or the Acquired Assets then acquired, (iv) if, as a result of the acquisition, the Indebtedness secured by such Liens is or becomes Indebtedness of the Parent Borrower but not Indebtedness of any Subsidiary, then the aggregate principal amount of Indebtedness secured thereby shall not exceed the Incremental EBITDA of the Acquired Subsidiary or such Acquired Assets; and (txii) in addition to Liens not otherwise permitted hereunder by the foregoing clauses (i) through (xi), other Liens securing Indebtedness or other obligations not Indebtedness, provided that in excess of $5,000,000 in no event will the aggregate unpaid principal amount of Indebtedness secured by such other Liens exceed at any one time outstandingan amount equal to 15% of Net Tangible Assets.

Liens. No Credit Party shallNone of Ultimate Parent, nor shall it permit Intermediate Parent, the Borrower, the other Loan Parties or any of its Subsidiaries to, directly or indirectly, other Subsidiary will create, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted created pursuant to any Credit Loan Document; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 60 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderapplicable Person; (h) purported Liens evidenced securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the filing terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of precautionary UCC financing statements relating solely Ultimate Parent and its Subsidiaries in an aggregate principal amount not to operating leases exceed, at any time, the greater of personal property entered into $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business;; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased; , except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (liii) Liens securing purchase money Indebtedness and Capital Leases no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the extent permitted pursuant terms thereof would have been required to Section 8.1(e); provided, any become) a primary obligor or guarantor with respect thereto at such Lien shall encumber only the asset acquired with the proceeds of time or (B) such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of Subsidiary is a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingLoan Party.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, sign or file or permit suffer to exist under the filing of, or permit to remain in effect, Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor (other similar notice of any Lien with respect than precautionary lease filings covering only the property subject to any such propertylease), asset, or assign any accounts or other right to receive income, profits or royalties under other than the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual propertyfollowing (collectively, except:“Permitted Liens”): (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(e), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e); (c) Liens for Taxes taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen and materialmen, and lessor’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 30 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderapplicable Person; (h) purported Liens evidenced by securing judgments for the filing payment of precautionary UCC financing statements relating solely to operating leases money not constituting an Event of personal property entered into in the ordinary course of businessDefault under Section 8.01(h); (i) Liens in favor securing Indebtedness permitted under Sections 7.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of customs and revenue authorities arising as a matter the property being acquired on the date of law to secure payment of customs duties in connection with the importation of goodsacquisition; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) other Liens securing purchase money Indebtedness and Capital Leases outstanding in an aggregate principal amount not to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of exceed $5,000,000 in the aggregate at any one time outstanding20,000,000.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, sign or file or permit suffer to exist under the filing ofUniform Commercial Code of any jurisdiction a financing statement that names any Loan Party as debtor, or permit to remain in effect, assign any financing statement accounts or other similar notice of any Lien with respect right to any such property, asset, receive income, profits or royalties under other than the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of securing the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the Closing Date and described on Schedule 7.01 and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) except as permitted by Section 7.02(d), does not secure an aggregate amount of Indebtedness or other obligations, if any, greater than that secured on the Closing Date and (ii) does not encumber any property other than the property subject thereto on the Closing Date; (c) Liens for Taxes taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business which are not overdue for a period of more than thirty (i30) for amounts not yet overdue, days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictions, encroachmentscovenants and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other minor defects surety bonds relating to such judgments; (i) Liens securing Indebtedness permitted under Section 7.02(f) and 7.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or irregularities Fair Market Value, whichever is lower, of the property being acquired on the date of acquisition; (j) Liens related to Permitted Sale and Leaseback Transactions; provided, that such Liens do not encumber any other property of any Loan Party, and such Liens secure only the Attributable Indebtedness incurred in titleconnection with such Permitted Sale and Leaseback Transaction; (k) Liens securing Indebtedness permitted to be incurred hereunder in a maximum aggregate principal amount not to exceed $2,500,000 at any time outstanding; (l) Leases of the real property of any Loan Party, in each case which entered into in the ordinary course of such Loan Party’s business so long as such Leases do not and will not (i) individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Credit Loan Party or (ii) secure any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectivelyIndebtedness; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Loan Party in the ordinary course of businessbusiness in accordance with the past practices of such Loan Party; (i) Liens constituting rights of (i) a collecting bank arising under Section 4-208 of the UCC on items in the course of collection, and (ii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens arise by operation of applicable Law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (o) Liens on property of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Loan Party to the extent permitted under Sections 7.03(n) and 7.04(c); provided that such Liens (i) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation (other than improvements thereon), (ii) are no more favorable to the lienholders than such existing Liens, (iii) are not created in anticipation or contemplation of such acquisition, merger or consolidation, and (iv) if such Lien constituted a Lien of a Loan Party, such Liens would be permitted pursuant to Sections 7.01(a) through 7.01(n) or 7.01(p) through 7.01(u); (p) Liens, if any and other matters disclosed in any Mortgage Policy issued and accepted by the Administrative Agent in its reasonable discretion; (q) Liens arising under non-exclusive licenses of Intellectual Property granted by any Loan Party in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Loan Parties and which do not secure any Indebtedness for borrowed money; (r) precautionary Liens arising from the filing of UCC financing statements solely as a precautionary measure in connection with (i) operating leases or (ii) the consignment of goods where a Loan Party is the consignee, provided that such Liens do not extend to any assets other than those the subject of such operating lease or consignment; (s) Liens relating granted by Holdings or any of its Subsidiaries in favor of a Loan Party in respect of Indebtedness owed by Holdings or such Subsidiary to Refinancing Notes incurred such Loan Party; provided that such Indebtedness is (i) evidenced by an intercompany note and (ii) pledged by such Loan Party as Collateral pursuant to Section 2.18, provided such liens are the Collateral Documents and subordinated on terms and subject to intercreditor or subordination agreements documentation reasonably satisfactory to the extent required by Section 2.18; andAdministrative Agent; (t) Liens (i) on advances of cash or Cash Equivalents constituting a good xxxxx xxxxxxx money deposit in favor of the seller of any property acquired in any Permitted Acquisition or any other Investment permitted by this Agreement to be applied against the purchase price for such Permitted Acquisition or Investment, and (ii) consisting of an agreement to dispose of any property pursuant to any Disposition permitted by this Agreement; and (u) Liens not otherwise permitted hereunder under this Section 7.01 securing Indebtedness or other obligations that do not in excess of $5,000,000 in the aggregate exceed $5,000,000 at any one time outstanding.

Liens. No Credit Party shall(a) The Company will not directly or indirectly create, nor shall it incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any of its Subsidiaries the Collateral, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except: (i) Liens arising under the Note Documentation; or (ii) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP. (b) The Company will not permit Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary to, directly or indirectly, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any of its property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiariesassets, whether now owned or held or hereafter acquired, created or licensed or any income, income or profits or royalties therefrom, or file assign or permit the filing of, otherwise convey any right to receive income or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual propertyprofits, except: (ai) Liens in favor existing on the date hereof that secure Indebtedness listed on Schedule 5.6 hereto and any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the Collateral Agent for the benefit of the holders of the Obligations granted obligations secured or benefitted thereby is permitted pursuant to any Credit DocumentSection 9.3; (bii) Liens securing Indebtedness permitted pursuant to Section 9.3(b)(ii); (iii) Liens for Taxes taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conductedin the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (civ) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 60 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings in the circumstances, if any, as shall be adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required by GAAP shall have been made for any such contested amountsin accordance with GAAP; (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (ev) easements, rights-of-way, restrictions, encroachments, restrictions and other similar encumbrances affecting real property and other minor defects or irregularities in titletitle and other similar encumbrances including the reservations, limitations, provisos and conditions, which, in each case the aggregate, are not substantial in amount, and which do not and will not interfere in any material respect case materially detract from the value of the property of Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary, as applicable, or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Assetapplicable Person; (fvi) any interest or title statutory rights of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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 set-off arising in the ordinary course of business; (ivii) Liens with respect to any real property, immaterial title defects or irregularities that do not, individually or in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate aggregate, materially impair the use of any such real property; (kviii) Liens existing as of the Closing Date and described in Schedule 8.2 and on any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase xxxx xxxxxxx money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank deposits or other depository institution that is normal escrow arrangements made in connection with any letter of intent or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18purchase agreement; and (tix) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in arising under the aggregate at any one time outstandingNote Documentation.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its SubsidiariesProperty, income or profits, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document; (b) Liens for Taxes taxes, assessments or other governmental charges not yet due more than 30 days delinquent or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the relevant Subsidiary, as the case may be, in accordance with GAAP and diligently conducted(ii) all such Liens, individually and in the aggregate, are not reasonably expected to have a Material Adverse Effect; (cb) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) for amounts in respect of obligations which are not yet overdue, delinquent or (ii) for amounts that which are overdue and that bonded or which are being contested in good faith and by appropriate proceedingsproceedings if (i) adequate reserves with respect thereto are maintained on the books of Holdco, so long as such reserves Borrower or other appropriate provisions, if anythe relevant Subsidiary, as shall be required by the case may be, in accordance with GAAP shall have been made for any and (ii) such contested amountsLiens do not, in the aggregate, materially impair the use of the Property of Holdco, Borrower and the Subsidiaries, taken as a whole, in the operation of their business; (dc) pledges or deposits made and Liens incurred arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, security legislation or other similar insurance; (d) deposits to secure the performance of bids, tenders, trade or government contracts, leases, licenses, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations of a like nature (exclusive in each case, other than for borrowed money) incurred in the ordinary course of obligations business, deposits and/or escrow accounts in respect of divestitures that are otherwise permitted hereunder, in each case for amounts not yet delinquent or, to the payment extent such amounts are so delinquent, such amounts are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted if (i) adequate reserves with respect thereto are maintained on the books of borrowed money Holdco, Borrower or the relevant Subsidiary, as the case may be, in accordance with GAAP and (ii) in the case of any such Lien against any of the Collateral, to the extent such Liens are not imposed by law, such Lien shall in no event encumber any Collateral other Indebtedness)than cash and Cash Equivalents; (e) easementseasements (including, without limitation, reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, minor encroachments, and other similar minor encumbrances defects or irregularities in titletitle which do not, individually or in the aggregate materially detract from the value or marketability of the Real Property to which it relates or, individually or in the aggregate, materially interfere with or adversely affect in any material respect the ordinary conduct of the business of Borrower and its Subsidiaries on the Real Property subject thereto or which are set forth in the title insurance policy delivered with respect to the Mortgaged Properties; (f) Liens securing the Secured Obligations; (g) Liens securing Indebtedness permitted by Sections 6.01(f); provided that no such Lien incurred in connection with such Indebtedness shall extend to or cover other Property other than the respective Property so acquired (except that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender) and proceeds thereof, and the principal amount of Indebtedness secured by any such Lien shall at no time exceed the greater of (A) the cost of acquiring, constructing or improving such fixed or capital assets, including transaction costs incurred in connection therewith or (B) the original purchase price of such property; (h) Liens existing on the Closing Date after giving effect to the consummation of the Transactions and set forth on Schedule 6.02(h) and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien shall extend to or cover other Property of any Loan Party other than the respective Property encumbered by such Lien on the Closing Date and proceeds thereof, (ii) no such replacement or substitute Lien shall secure Indebtedness in an aggregate amount greater than the amount secured by the replaced or substituted Lien on the Closing Date and (iii) with respect to any Mortgaged Property on the Closing Date, there shall be no Liens other than those Liens set forth on Schedule B to the applicable Mortgage and the other Permitted Encumbrances permitted to exist on the Closing Date pursuant the definition thereof; (i) Liens on documents of title and the property covered thereby securing Indebtedness in respect of commercial letters of credit; (j) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which Borrower or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any Real Property; (k) leases or subleases or licenses or sublicenses with respect to the assets or properties of Borrower or any Subsidiary, in each case, entered into in the ordinary course of Borrower’s or such Subsidiary’s business so long as such leases or subleases affecting Mortgaged Property (i) are subordinate in all respects to the Liens granted and evidenced by the Security Documents and, in the case which of any lease or sublease entered into after the Closing Date affecting any Mortgaged Property, such lease or sublease shall also be entered into in compliance with the provisions of the applicable Mortgage and (ii) do not and will not not, individually or in the aggregate, (A) interfere in any material respect with the ordinary conduct of the business of any Credit Party Borrower or any Subsidiary or (B) materially impair the use (for its intended purposes) or the value of its Subsidiariesthe assets or property subject thereto; (l) Liens on goods (and proceeds thereof) financed with drawings under commercial letters of credit securing reimbursement obligations in respect of such commercial letters of credit (other than letters of credit issued in contravention of this Agreement); (m) interests of lessors under leases, includingoperating leases, without limitation, all encumbrances shown on any policy subleases and UCC financing statements in respect thereof; (n) interests of title insurance a licensor or lessor under a license or sublicense agreement or lease; (o) precautionary UCC financing statements filed against a Loan Party as lessee or sublessee or consignee; (p) Liens securing Indebtedness permitted pursuant to (i) Section 6.01(e) not to exceed $5.0 million and (ii) Section 6.01 (m); (q) judgment Liens with respect to judgments that do not otherwise result in or cause an Event of Default under Section 7.01(f); (r) Liens in favor of customs and revenues authorities securing payment of custom duties in connection with the import of goods; (s) Liens granted on the Collateral Agent to secure Indebtedness permitted pursuant to Section 6.01(a); provided that such Liens are subordinated to the Liens securing the Secured Obligations in accordance with the terms of the Intercreditor Agreement; (t) Liens against the landlord’s interest in any Real Property with respect to which any Real Estate AssetLoan Party holds an interest pursuant to a Lease; provided, however, that (i) the landlord is not a Loan Party and (ii) in the case of each such Lease which shall be subject to a Mortgage, each holder of a mortgage lien against the landlord’s interest shall have entered into a non-disturbance agreement in form and substance reasonably acceptable to the Collateral Agent, except to the extent that after using commercially reasonable efforts to do so the Loan Parties and such lienholder were unable to enter such an agreement; (fu) (i) banker’s liens and rights of setoff relating to deposit accounts or that otherwise arise under Article 4 of the UCC on items in connection (and documents and proceeds related thereto), (ii) Liens relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (iii) Liens arising as a matter of law relating to purchase orders and other agreements entered into with customers of Borrower or any interest or title Subsidiary in the ordinary course of a lessor or sublessor under any lease permitted hereunderbusiness; (gv) (i) deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Borrower or any Subsidiary; (w) any Lien existing on any property or asset prior to the acquisition thereof by Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Closing Date 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 of Borrower or any Subsidiary (other than proceeds and after acquired property of any acquired Subsidiary to the extent required by the terms of any Indebtedness assumed in such acquisition and permitted pursuant to Section 6.10(n) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (other than by an amount not in excess of fees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; (x) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party Borrower or any of its the Subsidiaries in connection with any letter of intent, intent or purchase agreement permitted hereunder; (hy) purported Liens evidenced by on securities that are the filing subject of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of businessrepurchase agreements constituting Investments permitted under Section 6.06; (iz) Liens granted by any Subsidiary that is not a Loan Party in favor of customs and revenue authorities arising as a matter Borrower or any other Loan Party in respect of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or owed by such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (taa) Liens not otherwise permitted hereunder securing Indebtedness or other obligations in an aggregate amount not in excess of to exceed $5,000,000 in the aggregate 15,000,000 at any one time outstandingtime; provided that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral (as defined in the Security Agreement), other than Liens granted pursuant to the Security Documents or, subject to the Intercreditor Agreement, to secure the Second Lien Obligations.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on any of its assets, other than the following (collectively, “Permitted Liens”): (a) liens securing the payment of Taxes either not yet delinquent or with respect the validity of which is being contested in good faith by appropriate proceedings, and as to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any which such Credit Party or any of such Subsidiary shall, under IFRS or GAAP, as applicable, have set aside on its Subsidiariesbooks and records adequate reserves; (b) pledges, whether now owned deposits or hereafter acquiredLiens made or arising under worker’s compensation, created or licensed or any incomeunemployment insurance, profits or royalties therefromsocial security and other similar laws, or file to secure the performance of bids, tenders or permit contracts (other than for the filing ofrepayment of borrowed money) or to secure indemnity, or permit to remain in effect, any financing statement performance or other similar notice bonds for the performance of any Lien with respect bids, tenders or contracts (other than for the repayment of borrowed money) or to any such propertysecure statutory obligations or surety, assetstay, incomeappeal or custom bonds, profits or royalties under to secure indemnity, performance or other similar bonds in the UCC Ordinary Course of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: Business; (ac) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document; Holders; (bd) Liens which arise by operation of law, other than Liens which arise by operation of Environmental Laws, incurred in the Ordinary Course of Business (for Taxes sums not yet due constituting borrowed money) that are not overdue for a period of more than thirty (30) days or for Taxes if obligations with respect to such Taxes that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; for which adequate reserves have been established in accordance with IFRS or GAAP, as applicable (cif so required); (e) statutory Liens zoning restrictions, building codes, easements, rights of landlordsway, bankslicenses, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, covenants and other similar restrictions affecting the use of real property that do not secure monetary obligations and do not materially impair the use of such real property for its intended purposes or the value thereof; (f) Liens imposed described on Schedule 8.1, provided that such Liens shall secure only those obligations which they secure on the Closing Date or, in the case of Liens securing the Indebtedness outstanding under the Xxxxxx Loan Documents, Liens securing any refinancing, renewal, replacement or extension of such Indebtedness to the extent permitted under Section 8.2(d); (g) purchase money security interests on equipment of any Credit Party or any Subsidiary securing Capital Leases or purchase money Indebtedness in each case permitted by law Section 8.2(b); (other than h) Liens arising from the filing of precautionary UCC or Personal Property Security Act financing statements solely as a precautionary measure in connection with operating leases, licenses or consignment of goods; (i) rights of offset or statutory banker’s Liens arising in the Ordinary Course of Business in favor of commercial banks; provided that any such Lien imposed pursuant shall only extend to Section 430(kdeposits and Property in possession of such commercial bank; (j) any interest or title of the Internal Revenue Code a licensor, sublicensor, lessor or Section 303(k) sublessor with respect to any assets under any license or 4068 of ERISA that would constitute an Event of Default lease agreement expressly permitted under Section 9.1(j)), in each case incurred this Agreement and entered into in the ordinary course Ordinary Course of business Business which do not (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that 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 workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (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 any Credit Party or (ii) secure any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; Indebtedness; (fk) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) judgment Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating respect to judgments which do not constitute an Event of Default, provided that the enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings, or (ii) imposed in connection with judgments and disputes which do not constitute an Event of Default hereunder; and which are not being contested due to legal budgetary constraints (osuch constraints being consistent with the Turnaround Plan), provided that the Company notified the Collateral Agent in writing promptly upon determining not to contest such judgment, dispute or related Lien; (l) non-exclusive outbound licenses (including licenses or sublicenses of Intellectual Property)patents, sublicensescopyrights, leases or subleases trademarks and other intellectual property rights granted to third parties by any Credit Party in the ordinary course Ordinary Course of business Business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of such Credit Party or such Subsidiary; Party; (m) [reserved]; (n) liens described on Schedule 8.1(n); (o) [reserved]; and (p) any other Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens on Property not otherwise permitted hereunder securing by this Section 8.1 so long as neither (i) the aggregate principal amount of the Indebtedness or and other obligations not in excess of $5,000,000 in secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the Property subject thereto exceeds $1,000,000 at any one time outstanding. No Credit Party shall permit the filing of any financing statement naming such Person as debtor, except for financing statements filed with respect to Permitted Liens.

Liens. No Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectlycreate, createassume, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset the Property of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Loan Party or any of its SubsidiariesSubsidiary, whether now owned or hereafter acquired, created or licensed or assign any right to receive any income, profits or royalties therefromother than the following (collectively, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:“Permitted Liens”): (a) Liens in favor of securing the Collateral Agent for the benefit of the holders of the Secured Obligations granted pursuant to any Credit Documentthe Security Documents; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens, and other similar liens arising in the ordinary course of business securing obligations which are not overdue for Taxes not yet due a period of more than 30 days or for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate procedures or proceedings promptly instituted and diligently conductedfor which adequate reserves have been established; (c) statutory Liens for Taxes, assessment, or other governmental charges which are not yet due and payable or which are being actively contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) Liens securing purchase money Debt or Capital Lease obligations permitted under Section 6.1(d); provided that (i) each such Lien encumbers only the Property purchased in connection with the creation of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmenany such purchase money Debt or is the subject of any such Capital Lease, and other Liens imposed by law all proceeds thereof (other than any including insurance proceeds), and the amount secured thereby is not increased, and (ii) such Lien imposed pursuant does not attach to Section 430(k) any Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Internal Revenue Code Borrowing Base; provided that, at any time that the Second Lien Loan Documents would prohibit a Lien securing purchase money Debt, this clause (d) shall be deemed to exclude purchase money Debt; (e) encumbrances consisting of minor easements, zoning restrictions, or Section 303(kother restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or 4068 materially impair the ability of ERISA that would constitute any Loan Party to use such assets in its business, and none of which is violated in any material aspect by existing or proposed structures or land use; (f) judgment and attachment Liens not giving rise to an Event of Default under Section 9.1(j))Default, provided that (i) any appropriate legal proceedings which may have been duly initiated for the 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 (ii) no action to enforce such Lien has been commenced; (g) Liens in each case favor a banking institution arising by operation of law encumbering deposits in accounts that are not subject to Account Control Agreements and that are not required to be subject to Account Control Agreements in accordance with the terms hereof held by such banking institution incurred in the ordinary course of business and which are within the general parameters customary in the banking industry; (h) Liens arising under operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements, and other agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into by any Loan Party in the ordinary course of business provided that (i) for amounts not yet overduesuch Liens are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Documents or this Agreement, or (ii) for such Liens do not secure borrowed money, (iii) such Liens secure amounts that are overdue and that not yet due or are being contested in good faith by appropriate proceedings, so long if such reserve as such reserves or other appropriate provisions, if any, as shall may be required by GAAP shall have been made for any therefor, (iv) such contested amountsLiens are limited to the assets that are the subject of such agreements, and (vi) such Liens, if in favor of an Affiliate of a Loan Party, is subordinated to the Obligations pursuant to a Subordination Agreement; (di) Liens incurred royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Loan Parties warranted in the Security Documents or in this Agreement; (j) pledges or deposits made in the ordinary course of business in connection compliance with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (e) easements, rights-of-way, restrictions, encroachments, and other minor defects social security laws 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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real propertyregulations; (k) Liens existing as on property not constituting Collateral and not otherwise permitted by the foregoing clauses of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, this Section 6.2; provided that the property covered thereby is aggregate principal or face amount of all Debt secured under this Section 6.2(k) shall not increased;exceed $500,000; and (l) Liens securing purchase money Indebtedness and Capital Leases Second Lien Debt to the extent permitted pursuant to Section 8.1(e)under the Intercreditor Agreement; providedprovided that, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor the terms of the Issuing Bank or Intercreditor Agreement, (i) the Swingline Lender on cash collateral with respect to which a Lien is granted as security for the Second Lien Debt shall be limited to the Collateral hereunder and (ii) the Liens securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements Obligations shall be senior to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingSecond Lien Debt.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its SubsidiariesProperty, income or profits, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document; (b) Liens for Taxes taxes, assessments or other governmental charges not yet due more than 30 days delinquent or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the relevant Subsidiary, as the case may be, in accordance with GAAP and diligently conducted(ii) all such Liens, individually and in the aggregate, are not reasonably expected to have a Material Adverse Effect; (cb) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) for amounts in respect of obligations which are not yet overdue, delinquent or (ii) for amounts that which are overdue and that bonded or which are being contested in good faith and by appropriate proceedingsproceedings if (i) adequate reserves with respect thereto are maintained on the books of Holdco, so long as such reserves Borrower or other appropriate provisions, if anythe relevant Subsidiary, as shall be required by the case may be, in accordance with GAAP shall have been made for any and (ii) such contested amountsLiens do not, in the aggregate, materially impair the use of the Property of Holdco, Borrower and the Subsidiaries, taken as a whole, in the operation of their business; (dc) pledges or deposits made and Liens incurred arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, security legislation or other similar insurance; (d) deposits to secure the performance of bids, tenders, trade or government contracts, leases, licenses, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations of a like nature (exclusive in each case, other than for borrowed money) incurred in the ordinary course of obligations business, deposits and/or escrow accounts in respect of divestitures that are otherwise permitted hereunder, in each case for amounts not yet delinquent or, to the payment extent such amounts are so delinquent, such amounts are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted if (i) adequate reserves with respect thereto are maintained on the books of borrowed money Holdco, Borrower or the relevant Subsidiary, as the case may be, in accordance with GAAP and (ii) in the case of any such Lien against any of the Collateral, to the extent such Liens are not imposed by law, such Lien shall in no event encumber any Collateral other Indebtedness)than cash and Cash Equivalents; (e) easementseasements (including, without limitation, reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, minor encroachments, and other similar minor encumbrances defects or irregularities in titletitle which do not, individually or in the aggregate materially detract from the value or marketability of the Real Property to which it relates or, individually or in the aggregate, materially interfere with or adversely affect in any material respect the ordinary conduct of the business of Borrower and its Subsidiaries on the Real Property subject thereto or which are set forth in the title insurance policy delivered with respect to the Mortgaged Properties; (f) Liens securing the Secured Obligations; (g) Liens securing Indebtedness permitted by Sections 6.01(f); provided that no such Lien incurred in connection with such Indebtedness shall extend to or cover other Property other than the respective Property so acquired (except that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender) and proceeds thereof, and the principal amount of Indebtedness secured by any such Lien shall at no time exceed the greater of (A) the cost of acquiring, constructing or improving such fixed or capital assets, including transaction costs incurred in connection therewith or (B) the original purchase price of such property; (h) Liens existing on the Closing Date after giving effect to the consummation of the Transactions and set forth on Schedule 6.02(h) and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien shall extend to or cover other Property of any Loan Party other than the respective Property encumbered by such Lien on the Closing Date and proceeds thereof, (ii) no such replacement or substitute Lien shall secure Indebtedness in an aggregate amount greater than the amount secured by the replaced or substituted Lien on the Closing Date and (iii) with respect to any Mortgaged Property on the Closing Date, there shall be no Liens other than those Liens set forth on Schedule B to the applicable Mortgage and the other Permitted Encumbrances permitted to exist on the Closing Date pursuant the definition thereof; (i) Liens on documents of title and the property covered thereby securing Indebtedness in respect of commercial letters of credit; (j) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which Borrower or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any Real Property; (k) leases or subleases or licenses or sublicenses with respect to the assets or properties of Borrower or any Subsidiary, in each case, entered into in the ordinary course of Borrower’s or such Subsidiary’s business so long as such leases or subleases affecting Mortgaged Property (i) are subordinate in all respects to the Liens granted and evidenced by the Security Documents and, in the case which of any lease or sublease entered into after the Closing Date affecting any Mortgaged Property, such lease or sublease shall also be entered into in compliance with the provisions of the applicable Mortgage and (ii) do not and will not not, individually or in the aggregate, (A) interfere in any material respect with the ordinary conduct of the business of any Credit Party Borrower or any Subsidiary or (B) materially impair the use (for its intended purposes) or the value of its Subsidiariesthe assets or property subject thereto; (l) Liens on goods (and proceeds thereof) financed with drawings under commercial letters of credit securing reimbursement obligations in respect of such commercial letters of credit (other than letters of credit issued in contravention of this Agreement); (m) interests of lessors under leases, includingoperating leases, without limitation, all encumbrances shown on any policy subleases and UCC financing statements in respect thereof; (n) interests of title insurance a licensor or lessor under a license or sublicense agreement or lease; (o) precautionary UCC financing statements filed against a Loan Party as lessee or sublessee or consignee; (p) Liens securing Indebtedness permitted pursuant to (i) Section 6.01(e) not to exceed $5.0 million and (ii) Section 6.01 (m); (q) judgment Liens with respect to judgments that do not otherwise result in or cause an Event of Default under Section 7.01(f); (r) Liens in favor of customs and revenues authorities securing payment of custom duties in connection with the import of goods; (s) Liens granted on the Collateral Agent to secure Indebtedness permitted pursuant to Section 6.01(a); provided that such Liens are in accordance with the terms of the Intercreditor Agreement (t) Liens against the landlord’s interest in any Real Property with respect to which any Real Estate AssetLoan Party holds an interest pursuant to a Lease; provided, however, that (i) the landlord is not a Loan Party and (ii) in the case of each such Lease which shall be subject to a Mortgage, each holder of a mortgage lien against the landlord’s interest shall have entered into a non-disturbance agreement in form and substance reasonably acceptable to the Collateral Agent, except to the extent that after using commercially reasonable efforts to do so the Loan Parties and such lienholder were unable to enter such an agreement; (fu) (i) banker’s liens and rights of setoff relating to deposit accounts or that otherwise arise under Article 4 of the UCC on items in connection (and documents and proceeds related thereto), (ii) Liens relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (iii) Liens arising as a matter of law relating to purchase orders and other agreements entered into with customers of Borrower or any interest or title Subsidiary in the ordinary course of a lessor or sublessor under any lease permitted hereunderbusiness; (gv) (i) deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Borrower or any Subsidiary; (w) any Lien existing on any property or asset prior to the acquisition thereof by Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Closing Date 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 of Borrower or any Subsidiary (other than proceeds and after acquired property of any acquired Subsidiary to the extent required by the terms of any Indebtedness assumed in such acquisition and permitted pursuant to Section 6.10(n) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (other than by an amount not in excess of fees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; (x) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party Borrower or any of its the Subsidiaries in connection with any letter of intent, intent or purchase agreement permitted hereunder; (hy) purported Liens evidenced by on securities that are the filing subject of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of businessrepurchase agreements constituting Investments permitted under Section 6.06; (iz) Liens granted by any Subsidiary that is not a Loan Party in favor of customs and revenue authorities arising as a matter Borrower or any other Loan Party in respect of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or owed by such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (taa) Liens not otherwise permitted hereunder securing Indebtedness or other obligations in an aggregate amount not in excess of to exceed $5,000,000 in the aggregate 22,000,000 at any one time outstandingtime; provided that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral (as defined in the Security Agreement), other than Liens granted pursuant to the Security Documents or, subject to the Intercreditor Agreement, to secure the First Lien Obligations.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of securing the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit DocumentNotes; (b) Liens existing on the date of this Agreement and listed on Schedule 10.1 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 10.3(a)(iv), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 10.3(a)(iv); (c) Liens for Taxes taxes, assessments, obligations under workers’ compensation or other social security legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet due overdue, or for Taxes if obligations with respect to such Taxes which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (cd) statutory inchoate Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens charges imposed by law and incidental to construction, maintenance, development or operation of properties, or the operation of business, in the ordinary course of business if payment of the obligation secured thereby is not yet overdue or if the validity or amount of which is being contested in good faith by the MLP, the Issuer or any of its Restricted Subsidiaries; (e) pledges and deposits to secure the performance of bids, tenders, trade or government contracts and leases (other than any such Lien imposed pursuant to Section 430(k) for Indebtedness), licenses, statutory obligations, surety bonds, performance bonds, completion bonds and other obligations of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j))a like kind, in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that 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 amountsbusiness; (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (ef) easements, servitudes, rights-of-way, restrictions, encroachments, way and other minor defects or irregularities in titlerights, in each case which exceptions, reservations, conditions, limitations, covenants and other restrictions that do not and will not materially interfere in any material respect with the ordinary conduct operation, value or use of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunderproperties affected thereby; (g) Liens solely any Lien on any xxxx xxxxxxx money deposits made by any Credit Party asset (including a capital lease) securing Indebtedness incurred or assumed for the purpose of financing all or any part of its Subsidiaries in connection the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with any letter of intent, or purchase agreement permitted hereunderwithin 180 days after the acquisition thereof; (h) purported Liens evidenced by securing judgments for the filing payment of precautionary UCC financing statements relating solely money not constituting an Event of Default under Section 11(g) or appeal or surety bonds related to operating leases of personal property entered into in the ordinary course of businesssuch judgments; (i) Liens existing on any property or asset of any Person that becomes a Restricted Subsidiary of the MLP or the Issuer after the date of this Agreement prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in favor contemplation of customs and revenue authorities arising as a matter of law to secure payment of customs duties or in connection with such Person becoming a Restricted Subsidiary, (ii) such Lien shall not apply to any other property or assets of the importation of goodsMLP, the Issuer or any Restricted Subsidiary, (iii) such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary and any renewals, extensions and modifications (but not increases) thereof; (j) conventional provisions contained in contracts or agreements affecting properties under which the Issuer, the MLP or a Restricted Subsidiary is required immediately before the expiration, termination or abandonment of a particular property to reassign to such Person’s predecessor in title all or a portion of such Person’s rights, titles and interests in and to all or a portion of such property; (k) any zoning Lien consisting of (i) landlord’s liens under leases to which the MLP, the Issuer or similar law any of its Restricted Subsidiaries is a party or right other Liens on leased property reserved in leases thereof for rent or for compliance with the terms of such leases (other than Liens securing Indebtedness), (ii) rights reserved to or vested in any governmental office municipality or agency governmental, statutory or public authority to control or regulate any property of the MLP, the Issuer or any of its Restricted Subsidiaries, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the MLP, the Issuer or any real such Restricted Subsidiary, (iii) obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in any governmental authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property; , and (kiv) Liens existing as of the Closing Date zoning laws and described in Schedule 8.2 ordinances and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increasedmunicipal regulations; (l) Liens securing purchase money Indebtedness and Capital Leases to on the extent permitted pursuant to Section 8.1(e); providedEquity Interests in, any such Lien shall encumber only the asset acquired with the proceeds of such or Indebtedness or other obligations of, an Unrestricted Subsidiary securing the assets subject to such Capital Lease, respectivelypayment of a Project Financing or securing Equity Contribution Obligations as permitted by paragraphs (a)(i) and (a)(iii) of the definition of “Non-Recourse” set forth in Schedule B; (m) Liens in favor that ratably secure the Notes and other Indebtedness, subject to customary collateral trust or similar arrangements and execution by the Purchasers (or their agent) and the other necessary parties of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder;appropriate documentation governing such arrangement; and (n) Liens consisting securing Indebtedness in an aggregate principal amount not to exceed, at the time of judgment or judicial attachment liens relating incurrence of such Indebtedness, an amount equal to judgments which do not constitute an Event 10% of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct Consolidated Net Tangible Assets as of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4most recent Quarter-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements End Date for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred which financial statements have been delivered pursuant to Section 2.187.1(a) or Section 7.1(b). Liens permitted by this Section 10.1 may also extend to products and proceeds (including dividends, provided distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar proceeds) of, and property evidencing or embodying, or constituting rights or other general intangibles directly relating to or arising out of, and accessions and improvements to, such liens are property subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingsuch Liens.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit DocumentDocument (including Liens granted under the Collateral Documents which secure Bank Product Indebtedness and other Obligations); (b) Liens existing on the Closing Date and listed on Schedule 10.2.1 and any renewals or extensions thereof, provided that (i) the Property (or, in the case of fungible Property, any replacement thereof) covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased (other than for Taxes reasonable and customary transaction costs incurred in connection with such renewal or extension), (iii) any additional direct or any contingent obligor with respect thereto is not added, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 10.2.3(b); (c) Liens (other than Liens imposed under ERISA) for Taxes, assessments or governmental charges or levies not yet delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the Ordinary Course of Business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedfor which adequate reserves determined in accordance with GAAP have been established; (ce) statutory Liens pledges or deposits in the Ordinary Course of landlordsBusiness in connection with workers’ compensation, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, unemployment insurance and other Liens social security legislation, other than any Lien imposed by law ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than any such Lien imposed pursuant to Section 430(k) Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j))a like nature, in each case incurred in the Ordinary Course of Business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real Property which, in the aggregate, do not materially interfere with the ordinary course conduct of the business of the applicable Person; (ih) Liens securing judgments for amounts the payment of money not yet overdueconstituting an Event of Default under Section 11.1(h), and pre-judgment Liens created by or (ii) for amounts that are overdue and existing from any litigation or legal proceeding that are being contested in good faith by appropriate proceedings, so long as such promptly instituted and diligently conducted, for which adequate reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (d) to the extent required by GAAP, and which would not, upon becoming Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations securing judgments for the payment of borrowed money or other Indebtednessmoney, constitute an Event of Default under Section 11.1(h); (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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor securing Indebtedness permitted under Section 10.2.3(e); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and the proceeds thereof (including insurance proceeds), (ii) the Indebtedness secured thereby does not exceed the cost or fair market value on the date of customs acquisition, whichever is lower, of the Property being acquired and revenue authorities arising as a matter of law (iii) such Liens attach to secure payment of customs duties in connection such Property concurrently with or within 90 days after the importation of goodsacquisition thereof; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (li) Liens securing purchase money Indebtedness and Capital Leases permitted under Section 10.2.3(g) (subject to the extent permitted pursuant to Section 8.1(econdition set forth in clause (i) thereof); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstanding.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiaries, whether assets now owned or hereafter acquiredacquired by it (including, created in the case of securities owned by it, by the sale of such securities pursuant to any repurchase agreement or licensed similar arrangement) or on any income, profits income or royalties therefrom, revenues or file or permit the filing of, or permit to remain rights in effect, any financing statement or other similar notice respect of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual propertythereof, except: (a) Liens on property or assets of any Guarantor or any Subsidiary existing on the date hereof and set forth in favor Schedule 6.02 and any extensions, renewals or replacements thereof; provided that such Liens (i) shall secure only those obligations that they secure on the date hereof and permitted refinancings thereof and (ii) shall encumber only those properties and assets of such Guarantor or such Subsidiary that they encumber on the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Documentdate hereof; (b) Liens for Taxes any Lien existing on any property or asset prior to the acquisition thereof by any Guarantor or any Subsidiary; provided that (i) such Lien is not yet due created in contemplation of or for Taxes if obligations in connection with respect such acquisition and (ii) such Lien does not apply to any other property or assets of such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedGuarantor or such Subsidiary; (c) Liens for taxes not yet due or the payment of which is not at the time required by Section 5.03; (d) statutory Liens of landlords, banks, landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) for amounts and securing obligations that are not yet overdue, due or (ii) for amounts that are overdue and that are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be the payment of which is not at the time required by GAAP shall Section 5.03 or which do not in the aggregate have been made for any such contested amountsa material adverse effect on the value or use of property encumbered thereby; (de) Liens incurred pledges and deposits made in the ordinary course of business in connection compliance with workers’ compensation, unemployment insurance and other types of social security, security laws or regulations; (f) deposits to secure the performance of tendersbids, trade contracts (other than for obligations for the payment of borrowed money), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) zoning restrictions, easements, rights-of-way, restrictions, encroachments, restrictions on use of real property and other minor defects or irregularities similar encumbrances incurred in titlethe ordinary course of business which, in each case which the aggregate, do not and will not materially interfere in any material respect with the ordinary conduct of the business of the Guarantors and the Subsidiaries, taken as a whole, and ground leases in respect of real property on which facilities owned or leased by any Credit Party Guarantor or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate AssetSubsidiary are located; (fh) any attachment or judgment Lien unless the judgment it secures would constitute an Event of Default under clause (i) of Article VII; (i) any interest or title of a lessor or sublessor lessee under any lease permitted hereunderby this Agreement (including any Lien granted by such lessor or lessee); (gj) Liens solely on any xxxx xxxxxxx money deposits made Cash and Carry Securities securing Indebtedness permitted by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderSection 6.01(c); (hk) purported Liens evidenced on receivables and notes payable owing from employees or investors and related rights securing Indebtedness the proceeds of which are loaned to employees of the Guarantors, the Subsidiaries or Affiliates of any of the foregoing or to investors in the Guarantors’ or the Subsidiaries’ investment funds; (l) Liens not otherwise permitted by the filing this Section 6.02 securing Indebtedness or other obligations permitted to be incurred hereunder in an aggregate principal amount not to exceed $200,000,000 (plus related obligations) at any time outstanding; (m) immaterial Liens of precautionary UCC financing statements relating solely any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to operating leases of personal property entered into others in the ordinary course of businessbusiness which do not interfere in any material respect with the business of the Guarantors and the Subsidiaries, taken as a whole; (o) Liens (i) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of customs and revenue authorities a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; (p) Liens deemed to secure payment of customs duties exist in connection with the importation of goods; (j) any zoning repurchase agreements and reasonable customary initial deposits and margin deposits and similar Liens attaching to trading accounts 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) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties other brokerage accounts maintained in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCCfor speculative purposes; (q) Liens (including the right that are contractual rights of set-offoff (i) in favor relating to the establishment of a bank depository relations with banks or other depository institution that is normal financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or customary sweep accounts of any Guarantor or arising as any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Guarantors and the Subsidiaries or (iii) relating to agreements other than in connection with Indebtedness entered into by a matter of law encumbering deposits;Guarantor or a Subsidiary; and (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of businessfrom precautionary Uniform Commercial Code financing statement filings; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided on assets of a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; andSeasoning Subsidiary; (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not described in excess of $5,000,000 in the aggregate at any one time outstandingSection 6.01(d) and related obligations; and (u) Liens required to be created pursuant to this Agreement.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind upon (including any document or instrument in respect of goods or accounts receivableI) of any Credit Party or any of its Subsidiariesproperty or upon the Equity Interests of any Subsidiary, whether now owned or hereafter acquired, created or licensed securing any Indebtedness owing to PAA or any income, profits or royalties therefromof its Affiliates, or file (II) any of its Principal Property or permit upon the filing of, or permit to remain in effect, any financing statement or other similar notice Equity Interests of any Lien with respect to any such propertySubsidiary (other than Unrestricted Subsidiaries), assetwhether now owned or hereafter acquired, income, profits or royalties under other than the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders (i) pursuant to any Loan Document or securing any of the Obligations granted pursuant to and (ii) if required in connection with the foregoing, on a pari-passu basis, any Credit DocumentSwap Contracts with Lenders or their Affiliates; (b) Liens pursuant to the Pine Prairie Lease and extensions, renewals and replacements thereof; (c) Liens for Taxes taxes, assessments and levies not yet due delinquent or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) for amounts which are not yet overdue, overdue for a period of more than 60 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsif necessary, diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation (other than any Lien imposed by ERISA), or to secure letters of credit issued with respect thereto; (f) deposits to secure the performance of tendersbids, trade contracts, leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations of a like nature incurred in the ordinary course of business (exclusive or to secure letters of obligations for the payment of borrowed money or other Indebtednesscredit issued in connection therewith); (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property or minor imperfections in title thereto which, encroachmentsin the aggregate, are not material in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderapplicable Person; (h) purported inchoate Liens evidenced by in respect of pending litigation, or Liens securing judgments for the filing payment of precautionary UCC financing statements relating solely money (or securing letters of credit, appeal or other surety bonds related to operating leases such judgments) not constituting an Event of personal property entered into in the ordinary course of businessDefault under Section 8.01(h); (i) 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 Subsidiary in favor excess of customs those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System or pursuant to the Security Documents, and revenue authorities arising as a matter of law (ii) such deposit account is not intended by the Borrower or any Subsidiary to secure payment of customs duties in connection with provide collateral to the importation of goodsdepository institution; (j) 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 zoning and all other contracts or similar law agreements covering, arising out, used or right reserved useful in connection with or pertaining to the exploration, development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal, or vested in any governmental office or agency to control or regulate the use handling of any real propertyoil and gas property of any Loan Party; (k) Liens existing as in respect of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increasedoperating leases; (l) Liens securing purchase money Acquired Indebtedness, provided that (i) each such Lien (A) existed at the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness and Capital Leases representing, or incurred to finance, refinance or refund, the extent permitted pursuant to Section 8.1(e); providedcost (including the cost of construction) of such property or asset, any (ii) no such Lien shall encumber only extend to or cover any property or asset other than the property or asset so acquired with (or constructed), and any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in whole or part, of the proceeds of foregoing, and (iii) such Lien shall not secure any additional Indebtedness or the assets subject to such Capital Lease, respectivelyand obligations; (m) Liens rights reserved to or vested in favor any Governmental Authority by the terms of the Issuing Bank any right, power, franchise, grant, license or the Swingline Lender on cash collateral securing the obligations permit, or by any provision of a Defaulting Lender Law, to fund risk participations hereunderrevoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (n) Liens consisting rights reserved to or vested by Law in any Governmental Authority to in any manner, control or regulate in any manner any of judgment the properties of any Restricted Person or judicial attachment liens relating to judgments which do not constitute an Event the use thereof or the rights and interests of Default hereunderany Restricted Person therein, in any manner under any and all Laws; (o) nonrights reserved to the grantors of any properties of any Restricted Person, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to the terms, conditions and provisions of any rights-exclusive licenses (including licenses of Intellectual Property)of-way agreements, sublicenses, leases contracts or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary;other agreements therewith; and (p) Liens otherwise not permitted herein which secure obligations in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating an aggregate principal amount not to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate exceed at any one time outstandingoutstanding 10% of Borrower’s Consolidated Tangible Net Worth.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its SubsidiariesProperty, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b) ; (c) Liens (other than Liens imposed under ERISA) for Taxes taxes, assessments or governmental charges or levies not yet due or for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if obligations adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Taxes Liens secure only amounts not yet due and payable or, if due and payable, (i) are unfiled and no other action has been taken to enforce the same or (ii) are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedfor which adequate reserves determined in accordance with GAAP have been established; (ce) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code pledges or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that 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 deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (other than bonds related to judgments or litigation), performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictions, encroachmentszoning restrictions and other similar encumbrances affecting Real Property which, in the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value or marketability of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderapplicable Person; (h) purported Liens evidenced securing Indebtedness permitted under Section 7.03(c) ; provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and the filing proceeds thereof, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of precautionary UCC financing statements relating solely the Property being acquired on the date of acquisition and (iii) such Liens attach to operating leases of personal property entered into in such Property concurrently with or within thirty (30) days after the ordinary course of businessacquisition thereof; (i) Liens leases, licenses or subleases granted to others not interfering in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection any material respect with the importation business of goodsany Loan Party or any Subsidiary; (j) any zoning interest of title of a lessor under, and Liens arising from precautionary UCC financing statements (or similar law equivalent filings, registrations or right reserved to or vested agreements in any governmental office or agency to control or regulate the use of any real propertyforeign jurisdictions) solely evidencing such lessor’s interest under, leases permitted by this Agreement; (k) Liens existing as of the Closing Date and described deemed to exist in Schedule 8.2 and any extension, renewal or replacement connection with Investments in whole or in part thereof, provided that the property covered thereby is not increasedrepurchase agreements permitted under Section 7.02 ; (l) Liens securing purchase money Indebtedness normal and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any customary rights of setoff upon deposits of cash in favor of banks or other depository institutions holding such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectivelydeposits; (m) Liens in favor of a collection bank arising under Section 4-210 of the Issuing Bank or UCC on items in the Swingline Lender on cash collateral securing the obligations course of a Defaulting Lender to fund risk participations hereundercollection; (n) Liens consisting judgment liens in respect of judgment judgments that either individually or judicial attachment liens relating to judgments which in the aggregate do not constitute an Event of Default hereunder;under Section 9.01(h) ; and (o) non-exclusive licenses any Lien (including licenses i) existing on property of Intellectual Propertya Person at the time of its consolidation with or merger into a Borrower or a Subsidiary or at the time such Person becomes a Subsidiary or (ii) existing on any property acquired by a Borrower or any Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed); provided that in each such case, sublicenses(x) such Lien was not created or assumed in contemplation of such consolidation or merger or such Person becoming a Subsidiary or such acquisition of property, leases (y) such Lien shall extend solely to the property so acquired or subleases granted to third parties in the ordinary course case of business and not interfering in any respect with an acquisition of a Subsidiary, the ordinary conduct assets of the business Subsidiary and (z) such Lien shall not secure an amount of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 the amount referenced in the aggregate at any one time outstandingSection 7.03(i) .

Liens. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, directly incur or indirectly, create, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiariesthe assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired, created or licensed of Borrower or any incomeSubsidiary, profits or royalties therefromother than the following (collectively, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:“Permitted Liens”): (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document; (bi) Liens for Taxes taxes not yet due delinquent or for Taxes if obligations with respect to such Taxes are taxes being contested in good faith by appropriate proceedings promptly instituted and diligently conductedas to which adequate financial reserves have been established on its books and records; (cii) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(kby ERISA) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred created and maintained in the ordinary course of business which are not material in the aggregate, and which would not constitute or result in a Material Adverse Event, and which constitute (iA) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with bids, tenders, contracts or leases to which Borrower is a party for amounts a purpose other than borrowing money or obtaining credit, including rent security deposits, (C) Liens imposed by law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet overduedue, and (D) pledges or deposits to secure public or statutory obligations of Borrower or a Subsidiary, or (ii) for amounts that are overdue and that are being contested in good faith by appropriate proceedingssurety, so long as such reserves customs or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amountsappeal bonds to which Borrower or a Subsidiary is a party; (diii) Liens incurred affecting real property owned by Borrower or any Subsidiary which constitute minor survey exceptions or defects or irregularities in title, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of such real property; provided, however, that all of the foregoing, in the aggregate, do not at any time materially detract from the value of said properties or materially impair their use in the operation of the businesses of the Borrower or any Subsidiary; (iv) each Lien described in Schedule 7.02(e) may be suffered to exist upon the same terms as those existing on the date hereof, but no extension or renewal thereof shall be permitted except for a refinancing in the ordinary course of business for an amount not in connection with workers’ compensation, unemployment insurance and other types excess of social security, or the original amount subject to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness)such Lien; (ev) easements, rights-of-way, restrictions, encroachments, and other minor defects Liens arising out of judgments or irregularities in title, in each case which do not and will not interfere in any material respect with awards against the ordinary conduct of the business of any Credit Party Borrower or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent Subsidiary with 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 proceeding for review; provided, however, that the aggregate amount of judgments or awards, that are not insured by a financially sound and reputable insurer that has admitted liability without a reservation of rights, secured by such Liens shall not exceed $500,000 at any Real Estate Assettime outstanding; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (gvi) Liens solely on or upon any xxxx xxxxxxx money deposits made property existing at the time of acquisition thereof by any Credit Party Borrower or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e)Subsidiary; provided, any however, that no such Lien shall encumber only the asset acquired with the proceeds (A) extend to or cover any other property, and (B) have been created in contemplation or as a result of such Indebtedness or acquisition by the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party Borrower or such Subsidiary; (pvii) Liens on or upon any property of a Person existing at the time such Person shall be merged into or acquired by the Borrower or any Subsidiary pursuant to Section 7.02(f); provided, however, that no such Lien shall (A) extend to or cover any other property of any Borrower or such Subsidiary, (B) have been created in favor contemplation or as a result of collecting banks under Section 4-210 such merger or acquisition, and (C) secure Indebtedness assumed by Borrower or any Subsidiary in excess of the UCC$1,500,000; (qviii) purchase money Liens (including upon or in property of the right Borrower or a Subsidiary acquired after the Closing Date; provided, however, that no such Lien shall extend to or cover any other property of set-off) in favor of the Borrower or a bank or other depository institution that is normal or customary or arising as a matter of law encumbering depositsSubsidiary; (rix) Liens arising out granted solely in connection with the execution and delivery of conditional sale, title retention, consignment a Hedge Agreement between the Borrower and a Lender or similar arrangements for the sale an Affiliate of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18a Lender; and (tx) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingcreated under this Agreement.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiaries, whether assets now owned or hereafter acquiredacquired by it (including, created in the case of securities owned by it, by the sale of such securities pursuant to any repurchase agreement or licensed similar arrangement) or on any income, profits income or royalties therefrom, revenues or file or permit the filing of, or permit to remain rights in effect, any financing statement or other similar notice respect of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual propertythereof, except: (a) Liens in favor on property or assets of any Guarantor or any Subsidiary existing on the Collateral Agent for Restatement Date and any extensions, renewals or replacements thereof; provided that such Liens (i) shall secure only those obligations that they secure on the benefit Restatement Date and permitted refinancings thereof and (ii) shall encumber only those properties and assets of such Guarantor or such Subsidiary that they encumber on the holders of the Obligations granted pursuant to any Credit DocumentRestatement Date; (b) Liens for Taxes any Lien existing on any property or asset prior to the acquisition thereof by any Guarantor or any Subsidiary; provided that (i) such Lien is not yet due created in contemplation of or for Taxes if obligations in connection with respect such acquisition and (ii) such Lien does not apply to any other property or assets (other than after acquired property or assets) of such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedGuarantor or such Subsidiary; (c) Liens for taxes not yet due or the payment of which is not at the time required by Section 5.03; (d) statutory Liens of landlords, banks, landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) for amounts and securing obligations that are not yet overdue, due or (ii) for amounts that are overdue and that are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be the payment of which is not at the time required by GAAP shall Section 5.03 or which do not in the aggregate have been made for any such contested amountsa material adverse effect on the value or use of property encumbered thereby; (de) Liens incurred pledges and deposits made in the ordinary course of business in connection compliance with workers’ compensation, unemployment insurance and other types of social security, security laws or regulations or in connection with other insurance maintained by the Loan Parties or their Subsidiaries; (f) deposits to secure the performance of tendersbids, trade contracts (other than for obligations for the payment of borrowed money), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) zoning restrictions, easements, rights-of-way, restrictions, encroachments, restrictions on use of real property and other minor defects or irregularities similar encumbrances incurred in titlethe ordinary course of business which, in each case which the aggregate, do not and will not materially interfere in any material respect with the ordinary conduct of the business of the Guarantors and the Subsidiaries, taken as a whole, and ground leases in respect of real property on which facilities owned or leased by any Credit Party Guarantor or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate AssetSubsidiary are located; (fh) any attachment or judgment Lien unless the judgment it secures would constitute an Event of Default under clause (i) of Article VII; (i) any interest or title of a lessor or sublessor lessee under any lease permitted hereunderby this Agreement (including any Lien granted by such lessor or lessee); (gj) Liens solely on any xxxx xxxxxxx money deposits made Cash and Carry Securities securing Indebtedness permitted by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderSection 6.01(c); (hk) purported Liens evidenced on receivables and notes payable owing from employees or investors and related rights securing Indebtedness the proceeds of which are loaned to employees of the Guarantors, the Subsidiaries or Affiliates of any of the foregoing or to investors in the Guarantors’ or the Subsidiaries’ investment funds; (l) Liens not otherwise permitted by the filing this Section 6.02 securing Indebtedness or other obligations permitted to be incurred hereunder in an aggregate principal amount not to exceed $200,000,000 (plus related obligations) at any time outstanding; (m) immaterial Liens of precautionary UCC financing statements relating solely any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to operating leases of personal property entered into others in the ordinary course of businessbusiness which do not interfere in any material respect with the business of the Guarantors and the Subsidiaries, taken as a whole; (o) Liens (i) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of customs and revenue authorities a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; (p) Liens deemed to secure payment of customs duties exist in connection with the importation of goods; (j) any zoning repurchase agreements and reasonable customary initial deposits and margin deposits and similar Liens attaching to trading accounts 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) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties other brokerage accounts maintained in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCCfor speculative purposes; (q) Liens (including the right that are contractual rights of set-offoff (i) in favor relating to the establishment of a bank depository relations with banks or other depository institution that is normal financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or customary sweep accounts of any Guarantor or arising as any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Guarantors and the Subsidiaries or (iii) relating to agreements other than in connection with Indebtedness entered into by a matter of law encumbering deposits;Guarantor or a Subsidiary; and (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of businessfrom precautionary Uniform Commercial Code financing statement filings; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided on assets of a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; andSeasoning Subsidiary; (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not described in excess Section 6.01(d) and related obligations; (u) Liens required to be created pursuant to this Agreement; and (v) Liens on the right of $5,000,000 in the aggregate at any one time outstandingSubsidiary that is a general partner to issue capital call notices and to exercise rights with respect to capital commitments owing to any Affiliate that secures Indebtedness of such Affiliate.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit to exist any Lien on any assets (including stock or with respect to any property or asset other securities of any kind (person, including any document Subsidiary) at the time owned by it or instrument on any income or revenues or rights in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiariesthereof, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptexcept for: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Documentthe Loan Documents and Liens granted pursuant to Section 10(c) of the Escrow Agreement; (b) customary rights of setoff and liens upon deposits of cash in accounts in favor of banks or other depository institutions in which such cash is maintained in the ordinary course of business, securing payment of fees, indemnities, charges for returning items and other similar obligations; (c) Liens securing obligations under the Existing Indenture Documents, subject to Section 6.10(b); (d) Liens on the A/R Securitization Facility Collateral and the Receivables Equity granted pursuant to the A/R Securitization Facility Documents, subject to Section 6.10(b); (e) Liens granted pursuant to the Interim DIP Order and the Final DIP Order; (f) Liens imposed by any Governmental Authority for (i) Specified Taxes (to the extent ranking junior to the Liens under the Interim DIP Order and the Final DIP Order, as applicable), or (ii) any other taxes, assessments or charges that, in the case of this clause (ii) are not yet due or for Taxes if obligations with respect to such Taxes that are being contested in good faith and by appropriate proceedings promptly instituted and diligently conductedif adequate reserves with respect thereto are maintained on the books of the Borrowers in accordance with GAAP; (cg) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law law, such as materialmen’s, mechanics’, carriers’, workmens’, storage, landlord, and repairmen’s Liens and other similar Liens arising in the ordinary course of business and securing obligations (other than any such Lien imposed pursuant to Section 430(kIndebtedness for borrowed money) not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Internal Revenue Code Borrowers in accordance with GAAP; (h) Liens incurred or Section 303(kpledges or deposits made (i) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social security legislation (iother than in respect of employee benefit plans subject to ERISA) for amounts not yet overdue, or (ii) for amounts that are overdue and that are being contested to any supplier of the Borrowers to the extent such deposit was set forth 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 amountsthe Approved Budget; (di) Liens incurred in the ordinary course of business in connection with workers’ compensationzoning restrictions, unemployment insurance and other types of social securityeasements, licenses, or to secure other restrictions on the performance use of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations any real estate (exclusive of obligations for the payment of borrowed money or other Indebtednessincluding leasehold title); (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 with or affect in any material respect with the ordinary course conduct of the business of any Credit Party or any of its the Borrowers and their Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (fj) any interest or title deposits of money securing leases to which a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits Borrower is a party as lessee made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extensionsolely on Real Property, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increasedPermitted Real Estate Encumbrances; (l) Liens in existence on the Effective Date securing purchase money Indebtedness performance bonds, surety bonds, public or statutory obligations, regulatory obligations or with respect to workers’ compensation claims, and Capital Leases to other bonds or obligations of like nature, in each case that are in existence on the extent permitted pursuant to Section 8.1(e)Effective Date; provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively;and (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingprecautionary Lien filings regarding operating leases.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create(a) Create, incur, assume or permit suffer to exist any Lien on or with respect to upon any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiaries, Borrowing Base Property whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit acquired (except to the filing of, or permit extent released as a Borrowing Base Property pursuant to remain and in effect, any financing statement or accordance with the terms of Section 1.10 hereof) other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under than the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (ai) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (bii) Liens existing on the date hereof and listed on Schedule 5.08(b) or Liens existing on the date any Borrowing Base Property is approved as a Borrowing Base Property and which are referenced in the applicable Mortgage Policy for such Borrowing Base Property and any renewals, refinancing or extensions thereof, provided that (A) the amount secured or benefited thereby is not, at any time, increased (except to the extent of (1) any existing unfunded commitments related thereto or (2) any reasonable premium or other reasonable amount paid, together with fees and expenses reasonably incurred in connection with such refinancing) and (B) any Liens under this Section 7.01(a)(ii) which represent due and unpaid obligations of the Borrowers will not, in the aggregate, exceed five percent (5%) of Total Asset Value; (iii) Liens for Taxes taxes not yet due or for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if obligations adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (iv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Taxes Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedfor which adequate reserves determined in accordance with GAAP have been established or if such Liens secure the obligations of tenants, licenses or other occupants of any Borrowing Base Property, then the same are not material in amount; (c) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that 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 workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (ev) easements, rights-of-way, restrictions, encroachments, restrictions and other minor defects or irregularities in titlesimilar encumbrances affecting real property which, in each case the aggregate, are not substantial in amount, which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Assetapplicable Person; (fvi) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunder; (h) purported Liens evidenced the Borrowing Base Leases and such other Leases granted by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties Borrowers in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required not otherwise prohibited by Section 2.18the terms hereof); and (tvii) the interest of the lessor under an Approved Ground Lease and/or interests of licensors or licensees related to the business(es) operated pursuant to the applicable Borrowing Base Leases or other Leases permitted pursuant to the terms hereof. (b) Create, incur, assume or suffer to exist any Lien upon any of the Equity Interests of any Borrowing Base Entity, other than the following: (i) Liens pursuant to any Loan Document; (ii) Liens for taxes not otherwise permitted hereunder yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; and (iii) Liens securing Indebtedness or other obligations judgments for the payment of money not in excess constituting an Event of $5,000,000 in the aggregate at any one time outstandingDefault under Section 8.01(h).

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, sign or file or permit suffer to exist under the filing ofUniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or permit sign or suffer to remain in effectexist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any financing statement accounts or other similar notice of any Lien with respect right to any such property, asset, receive income, profits or royalties under other than the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted created pursuant to any Credit Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 7.02(e), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e); (c) Liens for Taxes taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 30 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (other than bonds related to judgments or litigation), performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) (i) easements, rights-of-way, restrictions, encroachments, zoning and similar restrictions and other minor similar encumbrances or title defects or irregularities in title, in each case which do not and will not materially detract from the value of the property subject thereto or materially interfere in any material respect with the ordinary conduct of the business of any Credit the applicable Person, and (ii) Permitted Encumbrances; provided further, that if a Loan Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on Subsidiary is permitted to create or suffer any policy of title insurance in favor of the Collateral Permitted Liens described in this Section 7.01(g) that have been or will be recorded against the applicable property after the date hereof, the Administrative Agent with respect shall subordinate the lien of the mortgage to such Permitted Lien, promptly after any Real Estate Asset; (f) any interest or title of such written request by a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Loan Party or any of its Subsidiaries in connection with any letter of intentSubsidiary, or purchase agreement permitted hereunderas applicable; (h) purported Liens evidenced by securing judgments for the filing payment of precautionary UCC financing statements relating solely money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to operating leases of personal property entered into in the ordinary course of businesssuch judgments; (i) Liens in favor securing Indebtedness permitted under Section 7.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the principal amount of customs the Indebtedness secured thereby does not exceed the cost of the property being acquired, constructed or improved on the date such Indebtedness is incurred and revenue authorities arising as a matter of law (iii) with respect to secure payment of customs duties in connection with Capitalized Leases, such Liens do not at any time extend to or cover any Collateral or assets other than the importation of goodsassets subject to such Capitalized Leases; (j) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any zoning Subsidiary of the Borrower or similar law becomes a Subsidiary of the Borrower or right reserved on any Property acquired, in each case, in connection with any Acquisition permitted under Section 7.03(f); provided that such Liens were not created in contemplation of such Acquisition and do not extend to any assets other than those of the Person merged into or vested in any governmental office consolidated with the Borrower or agency to control such Subsidiary or regulate acquired by the use of any real propertyBorrower or such Subsidiary and the obligations secured thereby are permitted under Section 7.02(g); (k) (i) Liens existing as created by any Loan Party in favor of any other Loan Party and (ii) Liens created by any Subsidiary that is not a Loan Party in favor of the Closing Date and described in Schedule 8.2 and Borrower or any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increasedother Subsidiary; (li) Liens securing purchase money Indebtedness and Capital Leases to precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets property subject to such Capital Lease, respectivelyleases and (ii) Uniform Commercial Code filings in respect of Liens permitted under this Section 7.01; (m) Liens on equipment, inventory and goods, including supplies, materials and work in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property)process, sublicenses, leases or subleases granted to third parties created in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank Governmental Party by operation of Parts 32 and 45 of the Federal Acquisition Regulation, all implementing contract provisions at Part 52, and any corresponding provisions in any applicable agency Federal Acquisition Regulation Supplement in connection with the performance by the Borrower and its Subsidiaries under a Government Contract (and not arising out of a default under such Government Contract); (n) other Liens securing obligations outstanding in an aggregate amount not to exceed $50,000,000; and (o) Liens on any segregated and identifiable proceeds of any assets subject to a Lien permitted by the foregoing clauses of this Section 7.01 to the extent the documents governing such Liens expressly provide therefor or other depository institution that is normal or customary or arising such Liens arise as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandinglaw.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document[reserved]; (b) Liens existing on the date of this Agreement and listed on Schedule 10.1 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 10.3(a)(iv), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 10.3(a)(iv); (c) Liens for Taxes taxes, assessments, obligations under workers’ compensation or other social security legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet due overdue, or for Taxes if obligations with respect to such Taxes which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (cd) statutory inchoate Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens charges imposed by law and incidental to construction, maintenance, development or operation of properties, or the operation of business, in the ordinary course of business if payment of the obligation secured thereby is not yet overdue or if the validity or amount of which is being contested in good faith by the MLP, the Issuer or any of its Restricted Subsidiaries; (e) pledges and deposits to secure the performance of bids, tenders, trade or government contracts and leases (other than any such Lien imposed pursuant to Section 430(k) for Indebtedness), licenses, statutory obligations, surety bonds, performance bonds, completion bonds and other obligations of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j))a like kind, in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that 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 amountsbusiness; (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (ef) easements, servitudes, rights-of-way, restrictions, encroachments, way and other minor defects or irregularities in titlerights, in each case which exceptions, reservations, conditions, limitations, covenants and other restrictions that do not and will not materially interfere in any material respect with the ordinary conduct operation, value or use of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunderproperties affected thereby; (g) Liens solely any Lien on any xxxx xxxxxxx money deposits made by any Credit Party asset (including a capital lease) securing Indebtedness incurred or assumed for the purpose of financing all or any part of its Subsidiaries in connection the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with any letter of intent, or purchase agreement permitted hereunderwithin 180 days after the acquisition thereof; (h) purported Liens evidenced by securing judgments for the filing payment of precautionary UCC financing statements relating solely money not constituting an Event of Default under Section 11(g) or appeal or surety bonds related to operating leases of personal property entered into in the ordinary course of businesssuch judgments; (i) Liens existing on any property or asset of any Person that becomes a Restricted Subsidiary of the MLP or the Issuer after the date of this Agreement prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in favor contemplation of customs and revenue authorities arising as a matter of law to secure payment of customs duties or in connection with such Person becoming a Restricted Subsidiary, (ii) such Lien shall not apply to any other property or assets of the importation of goodsMLP, the Issuer or any Restricted Subsidiary, (iii) such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary and any renewals, extensions and modifications (but not increases) thereof; (j) conventional provisions contained in contracts or agreements affecting properties under which the Issuer, the MLP or a Restricted Subsidiary is required immediately before the expiration, termination or abandonment of a particular property to reassign to such Person’s predecessor in title all or a portion of such Person’s rights, titles and interests in and to all or a portion of such property; (k) any zoning Lien consisting of (i) landlord’s liens under leases to which the MLP, the Issuer or similar law any of its Restricted Subsidiaries is a party or right other Liens on leased property reserved in leases thereof for rent or for compliance with the terms of such leases (other than Liens securing Indebtedness), (ii) rights reserved to or vested in any governmental office municipality or agency governmental, statutory or public authority to control or regulate any property of the MLP, the Issuer or any of its Restricted Subsidiaries, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the MLP, the Issuer or any real such Restricted Subsidiary, (iii) obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in any governmental authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property; , and (kiv) Liens existing as of the Closing Date zoning laws and described in Schedule 8.2 ordinances and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increasedmunicipal regulations; (l) Liens securing purchase money Indebtedness and Capital Leases to on the extent permitted pursuant to Section 8.1(e); providedEquity Interests in, any such Lien shall encumber only the asset acquired with the proceeds of such or Indebtedness or other obligations of, an Unrestricted Subsidiary securing the assets subject to such Capital Lease, respectivelypayment of a Project Financing or securing Equity Contribution Obligations as permitted by paragraphs (a)(i) and (a)(iii) of the definition of “Non-Recourse” set forth in Schedule B; (m) Liens in favor that ratably secure the Notes and other Indebtedness, subject to customary collateral trust or similar arrangements and execution by the Purchasers (or their agent) and the other necessary parties of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder;appropriate documentation governing such arrangement; and (n) Liens consisting securing Indebtedness in an aggregate principal amount not to exceed, at the time of judgment or judicial attachment liens relating incurrence of such Indebtedness, an amount equal to judgments which do not constitute an Event 10% of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct Consolidated Net Tangible Assets as of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4most recent Quarter-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements End Date for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred which financial statements have been delivered pursuant to Section 2.187.1(a) or Section 7.1(b). Liens permitted by this Section 10.1 may also extend to products and proceeds (including dividends, provided distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar proceeds) of, and property evidencing or embodying, or constituting rights or other general intangibles directly relating to or arising out of, and accessions and improvements to, such liens are property subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingsuch Liens.

Liens. No Credit Party shallThe Parent will not, nor shall it and will not permit any of its Subsidiaries to, directly create or indirectly, create, incur, assume or permit suffer to exist any Lien on or with respect to upon any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiariesassets, whether now owned or hereafter acquired, created or licensed or securing any income, profits or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement Indebtedness or other similar notice obligation, except: (i) the Liens created pursuant to the Security Documents; (ii) the Liens existing on the A&R Closing Date set forth in Schedule III and Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien with respect to set forth on Schedule III, provided that the principal amount of such Indebtedness is not increased and is not secured by any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:additional assets; (iii) (aA) Liens in favor of securing Indebtedness permitted by clauses (iii), (v), (viii), (ix)(b), (xi) (solely to the Collateral Agent for extent the benefit of the holders of the Obligations granted Indebtedness that is guaranteed is otherwise permitted to be secured pursuant to any Credit Document; this Section 9.13) and/or (bxii) of Section 9.08; and (B) Liens securing Acquired Debt, provided that such Liens cover only those assets that were covered by such Liens prior to the relevant acquisitions; (iv) Liens for Taxes taxes and assessments not yet due delinquent or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted; , if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cv) statutory Liens of landlords, banks, landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 30 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amounts; adequate reserves with respect thereto are maintained on the books of the applicable Person; (dvi) Liens incurred in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods; (vii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types social security legislation, other than any Lien imposed by EXXXX; (viii) normal and customary banker’s Liens and rights of social securitysetoff arising in the ordinary course of business with respect to cash and cash equivalents; provided that such cash and cash equivalents are not dedicated cash collateral in favor of such depository institution and are not otherwise intended to provide collateral security (other than for customary account commissions, or fees and reimbursable expenses relating solely to deposit accounts, and for returned items); (ix) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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 like nature incurred in the ordinary course of business; ; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (lx) Liens securing purchase judgments for the payment of money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute constituting an Event of Default under Section 10.01(8)); (xi) leases, subleases, licenses and sublicenses which do not materially interfere with the business of the Parent or any Subsidiary; (xii) Liens on properties or assets of an Excluded Subsidiary (other than a Subsidiary Borrower) securing Indebtedness of such Excluded Subsidiary permitted hereunder; ; (oxiii) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties other Liens arising in the ordinary course of the business of the Parent or such Subsidiary which are not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not interfering materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (xiv) Liens under the instruments governing (A) an Accounts Receivable Financing or (B) a Permitted Mortgage Financing permitted by Section 9.08 hereof; (xv) Liens securing other Indebtedness in an outstanding principal amount not at any time exceeding the greater of (x) $400,000,000 and (y) 25% of EBITDA as of the last day of the most recently ended TTM Period, calculated on a pro forma basis; (xvi) the reservations, limitations, provisos and conditions expressed in any respect original grant from the Crown in right of Canada or any province or territory thereof, as applicable, of any real property or any interest therein or in any comparable grant in jurisdictions other than Canada; provided that such reservations, limitations, provisos and conditions do not reduce the value of the applicable property or assets or materially interfere with the ordinary conduct use of such property or assets; (xvii) Liens granted to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or the ownership of the property or assets; provided that such Liens do not reduce the value of the property or assets or materially interfere with the use of such Credit Party property or assets; and (xviii) servicing agreements, development agreements, site plan agreements, subdivision agreements and other agreements with a Governmental Authority pertaining to the use or development of any properties or assets; provided that such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 agreements are complied with and do not reduce the value of the UCC; (q) Liens (including property or assets or materially interfere with the right use of set-off) in favor of a bank such property or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingassets.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than the filing of, or permit following Liens (herein referred to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:as “Permitted Liens”): (a) Liens (i) securing Indebtedness in favor respect of the Collateral Agent for Senior Secured Notes, to the benefit extent permitted pursuant to Section 7.02(c)(i); provided that such Liens shall be subject to the provisions of the holders of the Obligations granted Intercreditor Agreement; and (ii) pursuant to any Credit Loan Document; (b) Liens for Taxes taxes, assessments or governmental levies not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (c) statutory Liens of landlords, bankslandlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen and materialmen, and construction contractors’ or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 60 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (d) Liens incurred in the ordinary course of business (including pledges or deposits) in connection with workers’ compensation, unemployment insurance and other types social security legislation or letters of social securitycredit or guarantees issued in respect thereof, in each case incurred in the ordinary course of business, other than any Lien imposed by ERISA; (e) Liens (including pledges or deposits) to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety surety, stay and appeal bonds, bidsperformance bonds, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds governmental contracts and other similar obligations (exclusive of obligations for a like nature or letters of credit or guarantees issued in respect thereof, in each case incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (ef) (i) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, licenses, covenants and other minor defects or irregularities in titlesimilar encumbrances affecting real property which, in each case the aggregate, are not substantial in amount, and which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party the applicable Person and (ii) other Liens or any of its Subsidiaries, including, without limitation, all encumbrances shown on matters approved by the Administrative Agent in any policy of title insurance issued in favor of connection with the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunderMortgages; (g) Liens solely on any xxxx xxxxxxx securing judgments for the payment of money deposits made by any Credit Party or any not constituting an Event of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderDefault under Section 8.01(h); (h) purported Liens evidenced securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the filing Indebtedness secured thereby does not exceed the cost of precautionary UCC financing statements relating solely to operating the property being acquired on the date of acquisition; (i) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(d) and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d); (j) licenses, leases of personal property or subleases entered into in the ordinary course of business granted to others not interfering in any material respect with the business of the applicable Person; (k) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (l) Liens on property or assets acquired pursuant to an acquisition permitted hereunder (and the proceeds thereof) or assets of any Subsidiary of the Borrower in existence at the time such Subsidiary is acquired pursuant to an acquisition permitted hereunder and not created in contemplation thereof; (m) bankers’ liens, rights to setoff and credit balances with respect to deposit accounts and other Cash Equivalents and Liens encumbering 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting on insurance policies and the proceeds thereof securing the financing of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunderthe insurance premiums in respect thereto; (o) non-exclusive licenses (including licenses of Intellectual PropertyLiens incurred with Guarantee Obligations permitted pursuant to Section 7.02(e), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods through third parties in the ordinary course of business; (sq) other Liens relating securing obligations outstanding not to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of exceed $5,000,000 750,000 in the aggregate at any one time outstandingaggregate.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for Taxes that are (i) not yet due or for Taxes if obligations with respect to such Taxes are (ii) being contested in good faith and by appropriate proceedings promptly instituted diligently conducted and diligently conductedfor which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than thirty (30) days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (de) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits and other Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), tenders, statutory obligations, surety and appeal bonds, bids, tendersbonds (other than bonds related to judgments or litigation), leases, performance bonds, government contracts, trade contracts, performance and return-of-money bonds contracts and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderapplicable Person; (h) purported Liens evidenced by securing judgments for the filing payment of precautionary UCC financing statements money (or appeal or other surety bonds relating solely to operating leases such judgments) not constituting an Event of personal property entered into in the ordinary course of businessDefault under Section 8.01(h); (i) Liens in favor securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of customs and revenue authorities arising as a matter the property being acquired on the date of law to secure payment of customs duties in connection with the importation of goods;acquisition; and (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Propertyintellectual property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party the Borrower or such Subsidiaryany Restricted Subsidiary in any material respect; (pk) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or customs and revenue authorities arising as a matter of law encumbering depositswhich secure payment of customs duties in connection with the importation of goods; (rl) any interest of title of a lessor under, and Liens arising out of conditional salefrom UCC financing statements (or equivalent filings, title retentionregistrations or agreements in foreign jurisdictions) relating to, consignment or similar arrangements for the sale of goods in the ordinary course of businessleases permitted by this Agreement; (sm) normal and customary rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions; (n) Liens relating to Refinancing Notes incurred pursuant to Section 2.18securing Acquired Indebtedness, provided that (i) such liens Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens existed prior to the applicable Permitted Acquisition and were not incurred in connection with, or in anticipation or contemplation of, the applicable Permitted Acquisition; (o) Liens on property of Restricted Subsidiaries that are subject Non-U.S. Subsidiaries securing Indebtedness of such Restricted Subsidiary under Section 7.03(v); (p) modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) or (n) of this Section 7.01; provided that (i) the Lien does not extend to intercreditor any additional property, other than (A) after acquired property that is affixed or subordination agreements incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the modification replacement, renewal or extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent required by Section 2.18; and constituting Indebtedness) (tq) Liens not otherwise permitted hereunder pursuant to any Loan Document securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstanding.(x) Secured Cash Management Agreements and (y) Secured Swap Contracts;

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any incomeother than the following (each a “Permitted Lien” and collectively, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:“Permitted Liens”): (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for Taxes taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 30 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (other than bonds related to judgments or litigation), performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderapplicable Person; (h) purported Liens evidenced by securing judgments for the filing payment of precautionary UCC financing statements relating solely money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to operating leases of personal property entered into in the ordinary course of businesssuch judgments; (i) Liens in favor securing capital leases permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of customs and revenue authorities arising as a matter the property being acquired on the date of law to secure payment of customs duties in connection with the importation of goodsacquisition; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate Liens on capital stock of the use of any real property;Guarantors securing the Debt Securities; and (k) Liens existing as of the Closing Date and described on margin accounts established in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent connection with Swap Contracts permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstanding7.11.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit to exist any Lien on or with respect to any property or asset assets (including Equity Interests or other securities of any kind (Person, including any document or instrument in respect of goods or accounts receivable) of any Credit Party the Borrower or any of its Subsidiaries, whether Subsidiary) now owned or hereafter acquired, created acquired by it or licensed on any income or any income, profits revenues or royalties therefrom, or file or permit the filing of, or permit to remain rights in effect, any financing statement or other similar notice respect of any Lien with respect to any such property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual propertythereof, except: (a) Liens in favor on property or assets of the Collateral Agent for Borrower and the benefit of Subsidiaries existing on the holders of date hereof and set forth in Schedule 6.02 or reflected in the Obligations granted pursuant title insurance policies delivered to any Credit Documentthe Administrative Agent; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder; (b) Liens for Taxes not yet due or for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedany Lien created under the Loan Documents; (c) statutory 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 assets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not apply to any other property or assets of Holdings, the Borrower or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (d) Liens of landlordsfor taxes, banksassessments, water charges, sewer rents or governmental charges which are not yet delinquent or which are being contested in compliance with Section 5.03; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen and materialmensuppliers’, and construction or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business and securing obligations which are (i) for amounts not yet overdueincident to the construction, operation, maintenance, repair, restoration or improvement of any property or asset and (ii) for amounts that are overdue and that are (A) not yet delinquent or (B) 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 amountscompliance with Section 5.03; (df) Liens incurred Liens, pledges and deposits made in the ordinary course of business in connection compliance with workers’ workmen’s compensation, unemployment insurance and other types of social security, security laws or regulations; (g) deposits to secure the performance of tendersbids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations but including new store leases), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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 like nature incurred in the ordinary course of business; (ih) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the restrictions, easements, rights-of-way, restrictions on use of any real property; (k) property and other Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not interfering in any respect materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of the Subsidiaries; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; provided that (i) such Credit Party security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (pj) judgment Liens securing judgments not constituting an Event of Default under Section 7.01; (k) Liens in favor of collecting banks arising under Section 4-210 of the UCC; (q) New York UCC and Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (rl) Liens arising out any interest or title of conditional sale, title retention, consignment a lessor or similar arrangements for the sale of goods licensor under any operating lease or license entered into by any Loan Party in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor business and covering only the assets leased or subordination agreements to the extent required by Section 2.18licensed; and (tm) other Liens securing liabilities in an aggregate amount not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of to exceed $5,000,000 in the aggregate at any one time outstanding.

Liens. No The Credit Party shall, nor shall it Parties will not permit any of its Subsidiaries to, directly or indirectlyConsolidated Party to contract, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its SubsidiariesProperty, whether now owned or hereafter after acquired, created or licensed or any income, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptexcept for: (a) Liens in favor of the Collateral Agent for to secure the benefit of the holders of the Obligations granted pursuant to any Credit DocumentParty Obligations; (b) (i) Liens, about which any Credit Party has had knowledge for less than thirty (30) days, in an aggregate amount less than $200,000 (other than Liens created or imposed under ERISA) for Taxes taxes, assessments or governmental charges or levies not yet due or, if due, are for taxes, assessments or governmental charges or levies that are more than five (5) days from the date on which such items may be deemed delinquent or on which penalties for Taxes non-payment may be assessed or (ii) Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof); (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, in each case which any Credit Party has had knowledge for less than thirty (30) days, in an aggregate amount less than $200,000, provided that such Liens secure only amounts not yet due and payable or, if obligations with respect due and payable, are unfiled and no other action has been taken to such Taxes enforce the same or are being contested in good faith by appropriate proceedings promptly instituted for which adequate reserves determined in accordance with GAAP have been established (and diligently conducted; (c) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than as to which the Property subject to any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred in the ordinary course of business (i) for amounts is not yet overduesubject to foreclosure, sale or (ii) for amounts that are overdue and that 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 amountsloss on account thereof); (d) Liens (other than Liens created or imposed under ERISA) incurred or deposits made by any Consolidated Party in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtednessmoney); (e) Liens in connection with attachments or judgments (including judgment or appeal bonds) provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay; (f) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, and other minor defects or irregularities in titletitle and other similar charges or encumbrances not, in each case which do any material respect, impairing the use of the encumbered Property for its intended purposes; (g) Liens on Property of any Person securing purchase money Indebtedness (including Capital Leases and Synthetic Leases) of such Person permitted under Section 8.1(c), provided that any such Lien attaches to such Property concurrently with or within 90 days after the acquisition thereof; (h) leases or subleases granted to others not and will not interfere interfering in any material respect with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate AssetConsolidated Party; (fi) any interest or of title of a lessor under, and Liens arising from UCC financing statements (or sublessor under any lease equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted hereunderby this Credit Agreement; (gj) Liens solely deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.6; (k) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (l) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on any xxxx xxxxxxx money deposits made by any Credit Party or items in the course of collection; (m) Liens of sellers of goods to the Borrower and any of its Subsidiaries in connection with any letter arising under Article 2 of intent, the Uniform Commercial Code or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing similar provisions of precautionary UCC financing statements relating solely to operating leases of personal property entered into 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (kn) Liens existing as of the Closing Date and described in as set forth or as contemplated on Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, 8.2; provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any no such Lien shall encumber only at any time be extended to or cover any Property other than the asset acquired Property subject thereto on the Closing Date (other than in connection with the proceeds of such Indebtedness or collateral substitution provisions contained in the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder2001-A Term Securitization Documents); (o) non-exclusive licenses Liens on property owned by USRP (including licenses of Intellectual PropertyXxx), sublicensesLLC, leases or subleases granted to third parties USRP (Hawaii), LLC and/or Fuel Supply, Inc. created in the ordinary course of business and not interfering in any respect connection with the ordinary conduct of the business of such Credit Party or such Subsidiary;Hawaii Loan Documents; and (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not described in excess of $5,000,000 in the aggregate at any one time outstandingSection 8.1(h)(ii).

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed; (c) Liens for Taxes taxes or unpaid utilities not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 60 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (other than bonds related to judgments or litigation), performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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 businessapplicable Person; (i) Liens in favor securing purchase money obligations of customs the Borrower or of Subsidiaries of the Borrower, for fixed or capital assets acquired after the Closing Date, provided that (A) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (B) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and revenue authorities arising as a matter (C) such Liens attach to such property concurrently with or within 90 days after the acquisition thereof, and (ii) Liens securing any refinancing of law such Indebtedness, provided that such Liens do not extend to secure additional property and the amount of the Indebtedness is not increased; (i) Liens securing judgments for the payment of customs duties in connection with the importation money not constituting an Event of goodsDefault under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (j) Liens arising in the ordinary course of business under Oil and Gas Agreements to secure compliance with such agreements, provided that any zoning such Lien referred to in this clause are for claims which are not delinquent or similar law or right reserved which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, and provided, further, that any such Lien referred to or vested in any governmental office or agency to control or regulate this clause does not materially impair the use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any real propertySubsidiary or materially impair the value of such property subject thereto, and provided, further, that such Liens are limited to property that is the subject of the relevant Oil and Gas Agreement and any proceeds thereof; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties incurred in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right that constitute banker’s Liens, rights of set-off) in favor of a bank off or similar rights and remedies as to deposit accounts or other depository institution that is normal or customary or funds maintained with a depositary institution, whether arising as a matter by operation of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18contract; and (tl) Liens not otherwise permitted hereunder securing Indebtedness by this Section 7.01 if at the time of, and immediately after giving effect to, the creation or other obligations not in excess assumption of $5,000,000 in any such Lien, the aggregate at outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by any one time outstandingLiens not otherwise permitted hereby does not exceed 10% of Consolidated Net Worth of the Borrower and its Subsidiaries (determined as of the end of the most recently completed fiscal quarter for which financial statements have been provided pursuant to Section 6.01); provided, further, notwithstanding the foregoing, that no Lien permitted under this Section 7.01(l) shall secure Indebtedness owing under the Senior Note Indebtedness unless and until the Indebtedness under the Loan Documents are equally and ratably secured by all property subject to such Lien, in each case pursuant to documentation reasonably satisfactory to the Required Lenders.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any incomeother than the following (collectively, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:“Permitted Liens”): (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to created under any Credit Loan Document; (b) Liens for Taxes not yet due or for Taxes if existing on the date of this Agreement and listed on Schedule 7.01, and extensions, renewals and replacements thereof to the extent such extensions, renewals and replacements secure only the obligations with respect secured by such original Liens and extend only to the assets covered by such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedoriginal Liens; (c) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law Law for Taxes (i) not yet due or (ii) which are being contested in compliance with Section 6.04; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred like Liens arising in the ordinary course of business (i) for amounts which are not yet overdue, due and payable or (ii) for amounts that are overdue and that 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 amountsthe payment of which is not at the time required; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA or, with respect to any Plan, the Code; (f) deposits to secure (or obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and bonds, appeal bonds, bids, tenders, leases, government contractsperformance bonds, trade contractspurchase, performance and return-of-money bonds construction or sales contracts and other similar obligations (exclusive obligations, in each case not incurred or made in connection with the borrowing of obligations for money, the obtaining of advances or credit or the payment of borrowed money or other Indebtedness)the deferred purchase price of property; (eg) leases or subleases granted to others, easements, rights-of-way, restrictions (including zoning restrictions, encroachments, ) and other minor defects or irregularities in titlesimilar encumbrances affecting real property which, in each case which do the aggregate could not and will not interfere result in any material respect with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunderMaterial Adverse Effect; (h) purported Liens evidenced 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, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any stay; (i) Liens securing leases; (j) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry, provided that (1) the account containing such deposits is not a dedicated cash collateral account and is not subject to restrictions against access by the filing Borrower in excess of precautionary UCC financing statements relating solely those set forth by regulations promulgated by the FRB, and (2) the account containing such deposits is not intended by the Borrower to operating leases provide collateral to the depository institution; (k) Liens on cash of personal property entered into Subsidiaries on deposit with any Cash Pool Bank securing Cash Pool Obligations owed to such Cash Pool Bank; (l) Liens in favor of the New Notes Trustee deemed to exist on any proceeds of Refinancing Notes held in a restricted deposit account designated for such purpose; (m) Liens on the assets of Securitization Finance Subsidiaries, provided that such Liens shall only secure obligations with respect to a Permitted Securitization Financing; (n) Licenses or sublicenses granted to others in the ordinary course of business; (o) Liens (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties goods in the ordinary course of business or (ii) on specific items of inventory or other goods and not interfering proceeds of any Person securing such Person’s obligations in any respect with of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary conduct course of the business of such Credit Party or such Subsidiarybusiness; (p) Liens on cash advances in favor of collecting banks under Section 4-210 the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02 to be applied against the UCCpurchase price for such Investment; (q) Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Subsidiary after the date hereof; provided, that (including i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, and (ii) such Lien does not extend to or cover any other assets or property (other than the right of set-off) in favor of a bank proceeds or other depository institution that is normal or customary or arising as a matter of law encumbering depositsproducts thereof); (r) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any Subsidiary in the ordinary course of business; (s) any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease, sublease, license or sublicense agreement (including software and other technology licenses) in the ordinary course of business; (t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business; (su) Liens relating deposits made in the ordinary course of business to Refinancing Notes incurred pursuant secure liability to Section 2.18, provided such liens are subject to intercreditor or subordination agreements insurance carriers; (v) receipt of progress payments and advances from customers in the ordinary course of business to the extent required same creates a Lien on the related inventory and proceeds thereof; (w) Liens granted in connection with Swap Contracts in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by Section 2.18the Borrower or its Subsidiaries, or changes in the value of securities issued by the Borrower or its Subsidiaries, and not for purposes of speculation or taking a “market view”; and (tx) Liens not otherwise expressly permitted hereunder by clauses (a) through (k) and (n) through (w) above securing or deemed to exist in connection with Priority Indebtedness or permitted under Section 7.03; provided that such Liens shall not secure any other obligations not in excess of $5,000,000 in the aggregate at any one time outstanding(other than principal, interest, fee, expense reimbursement, indemnity and similar obligations associated with such permitted Priority Indebtedness).

Liens. No Credit Party shallThe Borrower shall not, nor shall it permit any of its Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the Closing Date and any renewals or extensions thereof; provided that (i) the property covered thereby is not increased and (ii) any Lien securing Indebtedness in excess of (x) $5,000,000 individually or (y) $20,000,000 in the aggregate (when taken together with all other Liens outstanding in reliance on this proviso that are not set forth on Schedule 8.01) shall only be permitted to the extent such Lien is listed on Schedule 8.01; (c) Liens (other than Liens imposed under ERISA) for Taxes taxes, assessments or governmental charges or levies not yet due delinquent or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, bankslandlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business which are not overdue for a period of more than forty-five (i45) for amounts not yet overdue, days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect 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; any Credit Party zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor real property that does not materially interfere with the ordinary conduct of the Collateral Agent with respect to any Real Estate Assetbusiness of the applicable Persons; (fh) Liens securing judgments (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h); (i) Liens securing purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, together with any accessions thereof; provided that in the event such Indebtedness is owed to any Person that has financed more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person under such financings; and (ii) such Liens attach to such property concurrently with or within ninety (90) days after the acquisition thereof; (j) leases, subleases and licenses granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (i) any interest of title of a third party lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement, (ii) Liens or restrictions that the interest or title of a such lessor may be subject to, or sublessor (iii) subordination of the interest of the lessee under such lease to any lease permitted hereunderLien or restriction referred to in the preceding clause (ii); (gl) Liens solely on securities deemed to exist in connection with repurchase agreements entered into by the Borrower or its Subsidiaries; (i) normal and customary rights of setoff upon, and banker’s liens granted in respect of, deposits of cash in favor of banks or other depository institutions, and (ii) customary Liens granted in the ordinary course of business in connection with any xxxx xxxxxxx money deposits made Banking Services Agreement; provided that no Liens granted in connection with a Banking Services Agreement shall extend to specific cash collateral pledged by the Borrower or any Credit Party Subsidiary to support such Banking Services Agreement; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens on assets of Foreign Subsidiaries that do not secure Indebtedness; (p) Liens on assets of a Person (and its Subsidiaries) existing at the time such Person is acquired or merged with or into or consolidated with the Borrower or any of its Subsidiaries (and not created in anticipation or contemplation thereof); provided that, such Liens do not extend to assets not subject to such Liens at the time of acquisition (other than improvements thereon); (q) Liens on cash and cash equivalents arising in connection with any letter the defeasance, discharge or redemption of intent, or purchase agreement permitted hereunderIndebtedness; (hr) purported Liens evidenced in favor of a trustee pursuant to an indenture relating to any Indebtedness permitted by this Agreement to the filing extent such Liens (i) only secure customary compensation and reimbursement obligations of precautionary UCC financing statements relating solely such trustee and (ii) are limited to operating leases the cash held by such trustee (excluding cash held in trust for the payment of personal property entered into in the ordinary course of businesssuch Indebtedness); (is) 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; (jt) any zoning or similar Liens arising by operation of law or right reserved to or vested in any governmental office or agency to control or regulate favor of issuers of letters of credit in the use documents presented under a letter of any real propertycredit; (ku) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens existing as and rights reserved in any lease for rent or for compliance with the terms of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increasedsuch lease; (lv) Liens securing on cash relating to escrows established for an adjustment in purchase money Indebtedness and Capital Leases price or liabilities or indemnities for Dispositions, to the extent such Dispositions are permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18hereby; and (tw) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess Liens; provided, that, the sum of $5,000,000 in (i) the aggregate principal amount of the outstanding obligations secured by Liens permitted under this clause (w), plus (ii) the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 8.03(i) shall not at any one time outstandingexceed 15% of Consolidated Net Tangible Assets, determined as of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent in accordance with Section 7.01.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Senior Credit Document; (b) Liens existing on the date hereof and listed on SCHEDULE 8.01 and any renewals or extensions thereof, PROVIDED that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by SECTION 8.03(c); (c) Liens for Taxes taxes, assessments, charges or other government levies not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers', warehousemen's, mechanics', materialmen's, repairmen, workmen and materialmen, and 's or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 30 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, tenders, trade contracts, liability to insurance carriers and leases (other than Indebtedness), statutory obligations, surety and appeal bonds (other than bonds related to judgments or litigation), performance bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds contractual or warranty obligations and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Assetapplicable Person; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstanding.

Liens. No Credit Party shall, nor Borrower shall it permit any of its Subsidiaries to, directly or indirectly, not create, incur, assume or permit suffer to exist any Lien on upon, in or with respect to against, or pledge of, any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party the Collateral or any of its Subsidiariesproperties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, created or licensed or any incomeexcept the following (collectively, profits or royalties therefrom, 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, profits or royalties "PERMITTED LIENS"): (i) Liens under the UCC of any State Loan Documents or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: (a) Liens otherwise arising in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document; Lender, (bii) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (ciii) (A) statutory Liens of landlords, banks, landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and (B) other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) or that arise by operation of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred law in the ordinary course of business (i) from the date of creation thereof, in each case only for amounts not yet overdue, due or (ii) for amounts that are overdue and that which are being contested in good faith by appropriate proceedings, so long as such proceedings and with respect to which adequate reserves or other appropriate provisionsprovisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, if any, as shall be required by GAAP shall have been made for any such contested amounts; (div) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security, security benefits or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, trade contracts, performance and return-of-(v) purchase money bonds and other similar obligations Liens (exclusive of obligations for the payment of borrowed money or other IndebtednessA) securing Indebtedness permitted under Section 7.2(iii); (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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunder; (hB) 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation purchase by such Person of goods; (j) any zoning or similar law or right reserved to or vested equipment in any governmental office or agency to control or regulate the use normal course of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereofbusiness, provided that the property covered thereby is such payables shall not increased; exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (lvi) Liens securing purchase money Indebtedness necessary and Capital Leases desirable for the operation of such Person's business, provided Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the extent permitted pursuant Liens securing the Collateral and to Section 8.1(e)the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its sole discretion; provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; and (mvii) Liens in favor of the Issuing Bank or the Swingline Lender disclosed on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingSchedule 7.3.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit except for 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, profits or royalties under following (the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:“Permitted Liens”): (a) Liens pursuant to any Loan Document or otherwise in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit DocumentLender; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Statutory Liens of landlords, banks, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business which are not overdue for a period of more than thirty (i30) for amounts not yet overdue, days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, so long as such if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that a reserve or other appropriate provisions, if any, as shall be required by GAAP provision shall have been made for any such contested amountstherefor; (de) Liens incurred pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, other than any Lien imposed by ERISA; (f) Liens incurred or deposits made to secure the performance of tendersbids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (eg) easements, rights-of-way, restrictionsrestrictions and other similar encumbrances affecting real property which, encroachmentsin the aggregate, are not substantial in amount, and other minor defects or irregularities in title, in each case which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and will (ii) the Indebtedness secured thereby does not interfere exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition. (i) licenses, sublicenses, leases or subleases granted to other persons in the ordinary course of business not interfering in any material respect with the ordinary conduct of the business of any Credit Party the Loan Parties or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of (ii) the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right rights reserved to or vested in any governmental office or agency to control or regulate Person by the use terms of any real propertylease, license, franchise, grant or permit held by any Loan Party or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; (k) Liens existing arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of setoff or similar rights and remedies as of the Closing Date and described in Schedule 8.2 and any extension, renewal to deposit accounts or replacement in whole or in part thereof, provided that the property covered thereby is not increasedto other funds maintained with a depository institution; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases intellectual property granted to third parties by any Loan Party in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of such Credit Party or such Subsidiarythe Loan Parties; (pm) filing of UCC financing statements solely as a precautionary measure in connection with operating leases; (n) Liens of a collecting bank arising in favor the ordinary course of collecting banks business under Section 4-210 of the UCCUCC covering only the items being collected upon; (qo) Liens (including the right of set-off) good faith deposits required in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to connection with any investment transaction permitted under Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.187.03; and (tp) Liens not otherwise to the extent constituting a Lien, escrow arrangements securing indemnification obligations associated any investment transaction permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingunder Section 7.03.

Liens. No Credit Party shallCreate, nor shall it permit any of its Subsidiaries to, directly incur or indirectly, create, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or any of its Subsidiariesthe assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired, created or licensed of Borrower or any incomeSubsidiary, profits or royalties therefromother than the following (collectively, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:“Permitted Liens”): (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document; (bi) Liens for Taxes taxes not yet due delinquent or for Taxes if obligations with respect to such Taxes are taxes being contested in good faith by appropriate proceedings promptly instituted and diligently conductedas to which adequate financial reserves have been established on its books and records; (cii) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(kby ERISA) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred created and maintained in the ordinary course of business which are not material in the aggregate, and which would not constitute or result in a Material Adverse Event, and which constitute (iA) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with bids, tenders, contracts or leases to which Borrower is a party for amounts a purpose other than borrowing money or obtaining credit, including rent security deposits, (C) Liens imposed by law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet overduedue, and (D) pledges or deposits to secure public or statutory obligations of Borrower or a Subsidiary, or (ii) for amounts that are overdue and that are being contested in good faith by appropriate proceedingssurety, so long as such reserves customs or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amountsappeal bonds to which Borrower or a Subsidiary is a party; (diii) Liens incurred affecting real property owned by Borrower or any Subsidiary which constitute minor survey exceptions or defects or irregularities in title, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of such real property; provided, however, that all of the foregoing, in the aggregate, do not at any time materially detract from the value of said properties or materially impair their use in the operation of the businesses of the Borrower or any Subsidiary; (iv) each Lien described in Schedule 7.02(e) may be suffered to exist upon the same terms as those existing on the date hereof, but no extension or renewal thereof shall be permitted except for a refinancing in the ordinary course of business for an amount not in connection with workers’ compensation, unemployment insurance and other types excess of social security, or the original amount subject to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness)such Lien; (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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (rv) Liens arising out of conditional salejudgments or awards against the Borrower or any Subsidiary with respect to which the Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review and with respect to which it shall have obtained a stay of execution pending such appeal or proceeding for review; provided, title retentionhowever, consignment that the aggregate amount of judgments or similar arrangements for the sale awards, that are not insured by a financially sound and reputable insurer that has admitted liability without a reservation of goods in the ordinary course of businessrights, secured by such Liens shall not exceed $500,000 at any time outstanding; (svi) Liens relating to Refinancing Notes incurred on or upon any property of a Person existing at the time such Person shall be merged into or acquired by the Borrower or any Subsidiary pursuant to Section 2.187.02(f); provided, provided however, that no such liens are subject Lien shall (A) extend to intercreditor or subordination agreements cover any other property of any Borrower or such Subsidiary, (B) have been created in contemplation or as a result of such merger or acquisition, and (C) secure Indebtedness assumed by Borrower or any Subsidiary in excess of $1,500,000; (vii) purchase money Liens upon or in property of the Borrower or a Subsidiary acquired after the Closing Date; provided, however, that no such Lien shall extend to or cover any other property of the extent required by Section 2.18Borrower or a Subsidiary; (viii) Liens granted solely in connection with the execution and delivery of a Hedge Agreement between the Borrower and a Lender or an Affiliate of a Lender; and (tix) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingcreated under this Agreement.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume assume, or permit suffer to exist any Lien on lien upon or with respect to the Collateral, any property of Borrower’s properties, or asset the properties of any kind (including any document or instrument in respect Pledgor securing payment of goods or accounts receivable) of any Credit Party or any of its Subsidiariesthe Loan, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: (a) Liens and security interests in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit DocumentBank; (b) Liens for Taxes taxes not yet due and payable or for Taxes if obligations with respect to such Taxes are otherwise being contested in good faith by and for which appropriate proceedings promptly instituted and diligently conductedreserves are maintained; (c) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens Other liens imposed by law not yet due and payable, or otherwise being contested in good faith and for which appropriate reserves are maintained; (other than d) [Intentionally deleted]; (e) purchase money security interests on any property hereafter acquired, provided that such Lien imposed pursuant lien shall attach only to Section 430(kthe property acquired; (f) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred Pledges and deposits made in the ordinary course of business (i) for amounts not yet overduein compliance with workers’ compensation, unemployment insurance and other social security laws or (ii) for amounts that are overdue and that are being contested in good faith regulations, other than any Lien imposed 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 amountsERISA; (dg) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment securing insurance and other types of social security, premiums or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar reimbursement obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness)under insurance policies; (eh) easementsEasements, covenants, conditions, restrictions, building code laws, zoning restrictions, rights-of-way, restrictions, encroachmentsway and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower, and such other minor defects title defects, or irregularities in titlesurvey matters that are disclosed by current surveys, that, in each case which case, do not materially and will not adversely interfere in any material respect with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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 businessapplicable Borrower; (i) Liens existing on the date hereof and listed on Schedule 6.01 and solely with the prior written consent of Bank any renewals or extensions thereof where: (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder); (j) Landlords’ and lessors’ liens in respect of rent not in default, as to Borrower’s retail locations without the necessity of obtaining Bank’s consent, and as to Borrower’s non-retail locations from and after the execution and delivery to Bank of landlord/lessor’s lien waivers acceptable to Bank and its counsel for any such location, provided, however, a landlord’s lien for rent not in default shall be permitted without delivery of a lien waiver for Borrower’s location at 0000 Xxxxxxxxxx Xxxx. Xxxx, Xxxx 0, Xxxxxxxxxxxx, Xxxxxxx so long as inventory is not stored or located at such location; (k) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries; (l) Liens arising from precautionary UCC filings regarding “true” operating leases or the consignment of goods to the Borrower; (m) Liens in favor of customs and revenue revenues authorities imposed by applicable law arising as a matter in the ordinary course of law to secure payment of customs duties business in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks a collection bank arising under Section 4-210 of the UCC;UCC on items in the course of collection; and (qo) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods incurred in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to business of the extent required by Section 2.18; and (t) Liens Borrower which secure obligations that do not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of exceed $5,000,000 250,000 at any time in the aggregate at any one time outstandingaggregate.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that the property covered thereby consists only of the property covered by the Liens being renewed or extended and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens for Taxes taxes not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlords, banks, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen and materialmen, and landlord’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code Law or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business (i) which are not overdue for amounts not yet overdue, a period of more than 30 days or (ii) for amounts that are overdue and that which are being contested in good faith and by appropriate proceedings, so long as such reserves or other appropriate provisionsproceedings diligently conducted, if any, as shall be required by GAAP shall have been made for any such contested amountsadequate reserves with respect thereto are maintained on the books of the applicable Person; (de) Liens incurred Liens, pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, other than any Lien imposed by ERISA; (f) Liens or deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (other than bonds related to judgments or litigation), performance and return-of-money bonds and other similar obligations of a like nature incurred in the ordinary course of business, and including deposits (exclusive but not Liens) related to the acquisition of obligations for the payment of borrowed money or other Indebtedness)property; (eg) easements, rights-of-way, restrictionscovenants, consents, reservations, encroachments, variations and zoning and other minor defects similar restrictions, charges or irregularities in titleencumbrances affecting real property which, in each case the aggregate, are not substantial in amount, and which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Assetapplicable Person; (fh) any interest or title of a lessor or sublessor under and any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party restriction or any encumbrance to which the interest or title of its Subsidiaries in connection with any letter of intent, such lessor 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 sublessor may be subject that is incurred in the ordinary course of businessbusiness and, either individually or when aggregated with all other Liens described in clauses (a) through (g) in effect on any date of determination, could not be reasonably expected to have a Material Adverse Effect; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure securing judgments for the payment of customs duties in connection with the importation money not constituting an Event of goodsDefault under Section 9.01 or securing appeal or other surety bonds related to such judgments; (j) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any zoning time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or similar law or right reserved to or vested in any governmental office or agency to control or regulate fair market value, whichever is lower, of the use property being acquired on the date of any real propertyacquisition; (k) Liens existing as of the Closing Date on Mortgage Accounts and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increasedThird Party Mortgage Accounts securing Indebtedness permitted under Section 8.03(g); (l) Liens on residual beneficial interests in any MSH Trust securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to under Section 8.1(e8.03(g)(iii); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness 8.03(i) or the assets subject to such Capital Lease, respectively8.03(m); (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations the amount of which Indebtedness shall not in excess of $5,000,000 exceed in the aggregate at any one time outstanding$10,000,000 and the book value of the property securing such Indebtedness shall not exceed $12,500,000.

Liens. No Credit Party shallBorrower shall not, nor and shall it not permit any of its Subsidiaries Material Subsidiary to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on upon, in or with respect to against, or pledge of, any property of its properties or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party assets or any of its Subsidiariesshares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, created or licensed or any incomeexcept the following (collectively, profits or royalties therefrom, 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: “Permitted Liens”): (a) Liens arising in favor of the Collateral Agent Agent, for the benefit of the holders of the Obligations granted pursuant to any Credit Document; Lenders; (b) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Required Lenders; (c) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and mechanics and/or materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) or that arise by operation of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred law in the ordinary course of business (i) from the date of creation thereof, in each case only for amounts not yet overdue, due or (ii) for amounts that are overdue and that which are being contested in good faith by appropriate proceedings, so long as such proceedings and with respect to which adequate reserves or other appropriate provisions, if any, as shall be required provisions are being maintained by such Person in accordance with GAAP shall have been made for any such contested amounts; to the satisfaction of Required Lenders; (d) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security, security benefits or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contractscontracts (other than for the repayment of Indebtedness), trade contracts, performance and return-of-money bonds statutory obligations and other similar obligations which are not delinquent for more than ninety (exclusive of obligations for the payment of borrowed money 90) days or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other Indebtedness); appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Required Lenders in their reasonable discretion; (e) easements, rights-of-way, restrictions, encroachments, Liens securing the purchase or lease of equipment provided that such Liens are granted only on such equipment so purchased or leased and other minor defects or irregularities in title, in each case which do secure an amount of Indebtedness not and will not interfere in any material respect with to exceed the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; purchase price thereof; (f) Liens securing the Pre-Petition Obligations and any interest or title of a lessor or sublessor under any lease permitted hereunder; adequate protection Liens granted pursuant to the Interim Financing Order, and (g) Liens solely set forth on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder 7.2 attached hereto securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingset forth on Schedule 5.14 attached hereto.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party or upon any of its SubsidiariesProperty, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, exceptfollowing: (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens (other than Liens imposed under ERISA) for Taxes taxes, assessments or governmental charges or levies not yet due or for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if obligations adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; provided, that the holder of any such Lien has not commenced any enforcement actions against the Collateral on the basis of such Lien and such actions have not been stayed; (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Taxes Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedfor which adequate reserves determined in accordance with GAAP have been established; (ce) statutory Liens of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code pledges or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that 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 deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (f) deposits to secure the performance of tendersbids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (other than bonds related to judgments or litigation), performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (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 any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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 like nature incurred in the ordinary course of business; (g) Liens securing Indebtedness permitted under Section 7.03(c); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or within thirty (30) days after the acquisition thereof; (h) leases, licenses or subleases granted to others not interfering in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection any material respect with the importation business of goodsany Loan Party or any Subsidiary; (i) any interest of title of a lessor under, and Liens arising from precautionary UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) solely evidencing such lessor’s interest under, leases permitted by this Agreement; (j) any zoning or similar law or right reserved Liens deemed to or vested exist in any governmental office or agency to control or regulate the use of any real propertyconnection with Investments in repurchase agreements permitted under Section 7.02; (k) Liens existing as normal and customary rights of the Closing Date and described setoff upon deposits of cash in Schedule 8.2 and any extension, renewal favor of banks or replacement in whole or in part thereof, provided that the property covered thereby is not increasedother depository institutions holding such deposits; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks collection bank arising under Section 4-210 of the UCCUCC on items in the course of collection; (qm) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying (including i) Governmental Reimbursement Program Costs and (ii) other actions or claims pertaining to the right of set-off) in favor of a bank same or related matters or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18Medical Reimbursement Programs, provided that the Borrower, in each case, shall have established adequate reserves for such liens are subject to intercreditor claims or subordination agreements to the extent required by Section 2.18actions; and (tn) Liens securing judgments for the payment of money not otherwise permitted hereunder securing Indebtedness or other obligations not in excess constituting an Event of $5,000,000 in the aggregate at any one time outstandingDefault under Section 9.01(h).

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist exist, any Lien on or with respect to upon any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any Credit Party its Borrowing Base Oil and Gas Properties, or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, created or licensed or any income, profits or royalties therefrom, or file or permit other than 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, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except:following (“Permitted Liens”): (a) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 hereto and any renewals, rearrangements, amendments, modifications and/or extensions thereof, provided that, the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for Taxes taxes, assessments, or other governmental charges or levies not yet due or for Taxes if obligations with respect to such Taxes which are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (cd) statutory Liens of landlordsoperators’, banksvendors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen, workmen and materialmen, and ’s or other like Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k) or 4068 of ERISA that would constitute an Event of Default under Section 9.1(j)), in each case incurred arising in the ordinary course of business or which are incident to the exploration, development, operation, and maintenance of the Borrower’s Oil and Gas Properties, not overdue for a period of more than thirty days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ie) for Liens in favor of operators and non-operators under joint operating agreements or similar contractual arrangements arising in the ordinary course of the business of the Borrower to secure amounts owing, which amounts are not yet overdue, due or (ii) for amounts that are overdue and that are being contested in good faith by appropriate proceedings, so long if such reserve as such reserves or other appropriate provisions, if any, as shall may be required by GAAP shall have been made for any such contested amountstherefor; (df) Liens incurred under production sales agreements, division orders, operating agreements, and other agreements customary in the oil and gas business for processing, producing, and selling hydrocarbons securing obligations not constituting Indebtedness and provided that such Liens do not secure obligations to deliver hydrocarbons at some future date without receiving full payment therefor within 90 days of delivery; (g) pledges or deposits in the ordinary course of business or Liens in connection with workers’ compensation, unemployment insurance and other types of social securitysecurity legislation, or other than any Lien imposed by ERISA; (h) deposits to secure the performance of tendersbids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contractsbonds (other than bonds related to judgments or litigation), performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business; (ei) easements, rights-of-way, restrictions, encroachmentsservitudes, permits, conditions, covenants, exceptions, or reservations and other similar encumbrances, defects, irregularities, and other minor defects or irregularities deficiencies in titletitle affecting real property which, in each case the aggregate, are not substantial in amount, and which do not and will not interfere in any material respect case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any Credit Party or any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; (f) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goodsapplicable Person; (j) any zoning Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or similar law securing appeal or right reserved other surety bonds relating to or vested in any governmental office or agency to control or regulate the use of any real propertysuch judgments; (k) Liens existing as securing Indebtedness permitted under Section 7.03(e); provided that, (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that property being acquired on the property covered thereby is not increased;date of acquisition; and (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating to judgments which do not constitute an Event of Default hereunder; (o) non-exclusive licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted to third parties in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Credit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens not otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstandingTexaco Lien.

Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on any of its assets, other than the following (collectively, “Permitted Liens”): (a) liens securing the payment of Taxes either not yet delinquent or with respect the validity of which is being contested in good faith by appropriate proceedings, and as to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of any which such Credit Party or any of such Subsidiary shall, under IFRS or GAAP, as applicable, have set aside on its Subsidiariesbooks and records adequate reserves; (b) pledges, whether now owned deposits or hereafter acquiredLiens made or arising under worker’s compensation, created or licensed or any incomeunemployment insurance, profits or royalties therefromsocial security and other similar laws, or file to secure the performance of bids, tenders or permit contracts (other than for the filing ofrepayment of borrowed money) or to secure indemnity, or permit to remain in effect, any financing statement performance or other similar notice bonds for the performance of any Lien with respect bids, tenders or contracts (other than for the repayment of borrowed money) or to any such propertysecure statutory obligations or surety, assetstay, incomeappeal or custom bonds, profits or royalties under to secure indemnity, performance or other similar bonds in the UCC Ordinary Course of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: Business; (ac) Liens in favor of the Collateral Agent for the benefit of the holders of the Obligations granted pursuant to any Credit Document; Holders; (bd) Liens which arise by operation of law, other than Liens which arise by operation of Environmental Laws, incurred in the Ordinary Course of Business (for Taxes sums not yet due constituting borrowed money) that are not overdue for a period of more than thirty (30) days or for Taxes if obligations with respect to such Taxes that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; for which adequate reserves have been established in accordance with IFRS or GAAP, as applicable (cif so required); (e) statutory Liens zoning restrictions, building codes, easements, rights of landlordsway, bankslicenses, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, covenants and other similar restrictions affecting the use of real property that do not secure monetary obligations and do not materially impair the use of such real property for its intended purposes or the value thereof; (f) Liens imposed described on Schedule 8.1, provided that such Liens shall secure only those obligations which they secure on the Closing Date or, in the case of Liens securing the Indebtedness outstanding under the Xxxxxx Loan Documents, Liens securing any refinancing, renewal, replacement or extension of such Indebtedness to the extent permitted under Section 8.2(d); (g) purchase money security interests on equipment of any Credit Party or any Subsidiary securing Capital Leases or purchase money Indebtedness in each case permitted by law Section 8.2(b); (other than h) Liens arising from the filing of precautionary UCC or Personal Property Security Act financing statements solely as a precautionary measure in connection with operating leases, licenses or consignment of goods; (i) rights of offset or statutory banker’s Liens arising in the Ordinary Course of Business in favor of commercial banks; provided that any such Lien imposed pursuant shall only extend to Section 430(kdeposits and Property in possession of such commercial bank; (j) any interest or title of the Internal Revenue Code a licensor, sublicensor, lessor or Section 303(k) sublessor with respect to any assets under any license or 4068 of ERISA that would constitute an Event of Default lease agreement expressly permitted under Section 9.1(j)), in each case incurred this Agreement and entered into in the ordinary course Ordinary Course of business Business which do not (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that 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 workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness); (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 any Credit Party or (ii) secure any of its Subsidiaries, including, without limitation, all encumbrances shown on any policy of title insurance in favor of the Collateral Agent with respect to any Real Estate Asset; Indebtedness; (fk) any interest or title of a lessor or sublessor under any lease permitted hereunder; (g) judgment Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or any of its Subsidiaries in connection 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; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) Liens existing as of the Closing Date and described in Schedule 8.2 and any extension, renewal or replacement in whole or in part thereof, provided that the property covered thereby is not increased; (l) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Section 8.1(e); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, respectively; (m) Liens in favor of the Issuing Bank or the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens consisting of judgment or judicial attachment liens relating respect to judgments which do not constitute an Event of Default, provided that the enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings, or (ii) imposed in connection with judgments and disputes which do not constitute an Event of Default hereunder; and which are not being contested due to legal budgetary constraints (osuch constraints being consistent with the Turnaround Plan), provided that the Company notified the Collateral Agent in writing promptly upon determining not to contest such judgment, dispute or related Lien; (l) non-exclusive outbound licenses (including licenses or sublicenses of Intellectual Property)patents, sublicensescopyrights, leases or subleases trademarks and other intellectual property rights granted to third parties by any Credit Party in the ordinary course Ordinary Course of business Business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of such Credit Party or such Subsidiary; Party; (m) [reserved]; (n) liens described on Schedule 8.1(n); (o) [reserved]; and (p) any other Liens in favor of collecting banks under Section 4-210 of the UCC; (q) Liens (including the right of set-off) in favor of a bank or other depository institution that is normal or customary or arising as a matter of law encumbering deposits; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; (s) Liens relating to Refinancing Notes incurred pursuant to Section 2.18, provided such liens are subject to intercreditor or subordination agreements to the extent required by Section 2.18; and (t) Liens on Property not otherwise permitted hereunder securing by this Section 8.1 so long as neither (i) the aggregate principal amount of the Indebtedness or and other obligations not in excess of $5,000,000 in secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the Property subject thereto exceeds $1,000,000 at any one time outstanding. No Credit Party shall permit the filing of any financing statement naming such Person as debtor, except for financing statements filed with respect to Permitted Liens.