Common use of Liens Clause in Contracts

Liens. The Company shall not, without the prior written consent of FHI, create or permit to exist any Lien with respect to any property or assets now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; (6) Liens created by or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; and (7) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if any.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, includingor sign, without limitation file or authorize the filing under the Uniform Commercial Code of any of its rightsjurisdiction a financing statement that names such Loan Party as debtor, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessSection 7.02(d); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by or resulting from any litigation or legal proceeding arising in the ordinary course of business which is are not overdue for a period of more than 30 days or, if more than 30 days, which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions (including zoning restrictions) and other similar encumbrances or 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 surety bonds related to such judgments); (i) Liens 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 the property being acquired on the date of acquisition; (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 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 the Loan Parties) $3,000,000 at any one time; (k) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Domestic Subsidiary of the Borrower or 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 Person merged into or consolidated with the Borrower or such Domestic Subsidiary or acquired by the Borrower or such Domestic Subsidiary and are not for 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 appropriate reserves have been establishedany Loan Party maintains one or more deposit accounts in the ordinary course of business securing usual and customary fees and expenses (but not attorneys fees and expenses) directly relating to such deposit accounts, provided 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 respect of operating leases, provided that such Liens do not extend to any assets other than those subject of such operating lease; (n) Liens 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 such brokerage or securities accounts; and (7o) those specific Liens now existing to the extent constituting a Lien, non-exclusive licenses of IP Rights of a Loan Party in the ordinary course of business and substantially consistent with past practices for terms not exceeding five (if any5) described on Schedule 5.02(b)(7) attached years; provided, however, that this Section 7.01 shall not apply to this Agreement, if anytreasury stock of the Borrower to the extent constituting margin stock (within the meaning of Regulation U of the FRB).

Liens. The Company shall notNeither Holdings nor the Borrower will, without the prior written consent of FHInor will they permit any Subsidiary to, create create, incur, assume or permit to exist any Lien with respect to on any property or assets (including stock or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it, including, without limitation it or on any income or revenues or rights in respect of its rights, title and interests in and to any real estate, whether leased or ownedthereof, except: (1a) Liens in favor on property or assets of the FHI created pursuant to Borrower and its Subsidiaries existing on the requirements of this Agreement, or otherwiseEffective Date and set forth in Schedule 6.02; (2b) any Lien existing on any property or deposit with asset prior to the acquisition thereof by the Borrower or any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits Subsidiary; provided that (i) such Lien is not created in contemplation of or secure obligations under in connection with such acquisition, and (ii) such Lien does not apply to any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security other property or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, assets of the Borrower or any similar lien Subsidiary; (c) Liens for taxes, assessments or deposit arising governmental charges or levies not yet due or which are being contested in compliance with Section 5.03; (d) Liens imposed by law that do not secure Indebtedness for borrowed money and were incurred in the ordinary course of business; (3) any , such as carriers’, warehousemen’s, mechanic's’s, worker'smaterialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens arising in the ordinary course of business for amounts business; provided that such Liens either (i) do not yet due and 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 real property which do not, in the judgment of the FHI, aggregate materially detract from the value of such the property or its marketability assets to which such Liens apply or its usefulness materially impair the use thereof in the operation of the business of Holdings, the Borrower and the Subsidiaries or (ii) are being contested in compliance with 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 CompanyBorrower and its Subsidiaries taken as a whole; (5g) easements, licenses, rights-of-way, zoning or other restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, statutory and common law landlords’ liens under leases to which Holdings, the Borrower or any of its Subsidiaries is a party, in each case not securing Indebtedness and not materially interfering with the conduct of the business of Holdings, the Borrower or any of its Subsidiaries; (h) Liens (other than any Lien imposed by ERISA) for taxes worker’s compensation, unemployment compensation and governmental charges other forms of government insurance incurred in the ordinary course of business; (i) Liens to secure (i) performance of tenders, statutory obligations, bids, leases and contracts or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or (ii) obligations on surety or appeal bonds, provided that the 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 security with respect to such surety or appeal bonds exceeds the obligations so secured, the amount of such excess) do not exceed in the aggregate $7,500,000; (j) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases otherwise permitted hereunder; (k) any interest or title of a lessor under any operating lease of property to, or of 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; (l) Liens arising out of judgments or awards, which are not yet due have been in existence for less than 45 days from the date of creation thereof or which are being contested in good faith and have been stayed or bonded pending appeal or fully covered by appropriate proceedings insurance (subject to applicable deductibles) and for which appropriate reserves have no enforcement action has been established; commenced, provided that the aggregate amount of all such judgments or awards (6and, to the extent (without duplication) Liens created by the value of cash or resulting from 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 litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedtime outstanding; and (7m) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this securing obligations under any Rate Protection Agreement consisting solely of an assignment of the Borrower’s rights under such Rate Protection Agreement, if any.

Liens. The Company Each Borrower shall not, without the prior written consent and shall not permit any of FHIits Subsidiaries to, create create, assume, incur, or permit to exist any Lien with respect to upon any of its property (including Hydrocarbon Interests, accounts receivable and Equity Interests in Subsidiaries or assets other Persons), whether now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or ownedacquired, except: (1a) Liens securing payment of the Obligations; (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, assessments or other governmental charges or levies not at the time delinquent (provided that no foreclosure, sale or other enforcement proceedings in respect thereof have been initiated) 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; (d) carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ or other similar Liens arising by operation of law in the ordinary course of business in respect of obligations 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; (e) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain selfoperators and non-insurance or to obtain the benefits of or secure obligations operators under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens joint operating agreements arising in the ordinary course of business for 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 the payment of which adequate reserves in accordance with GAAP shall have been established, or deposits made to obtain the release of such Liensset aside; (4f) easementsobligations of such Borrower or any of its Subsidiaries in respect of royalty payments, licensesoverriding royalty payments, minor irregularities 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 title computing the net revenue interests and working interests of such Borrower or minor encumbrances on any of its Subsidiaries warranted in the Security Documents; (g) Liens created by, or over arising under any real property 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, 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 do notadequate 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 related agreements, in each case that are customary in the judgment oil, gas and mineral production business and that are entered into by such Borrower or any of its Subsidiaries in the FHIordinary 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 property Lien or its marketability or its usefulness materially impair the use thereof in the operation of the business of the Companysuch Borrower or any of its Subsidiaries; (5i) Liens for taxes arising pursuant to deposits to secure the performance of bids, trade contracts, Hydrocarbon Licenses, or performance bonds and governmental charges which are not yet due other obligations of a like nature incurred in the ordinary course of business of such Borrower or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedany of its Subsidiaries; (6j) bankers’ Liens, rights of setoff and other similar Liens created existing solely with respect to cash and temporary investments on deposit in one or more accounts maintained by such Borrower or resulting from any litigation of its Subsidiaries (other than the Collection Accounts), in each case granted in the ordinary course of business in favor of the bank or legal proceeding 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 which is being contested covered in good faith full (subject to a customary deductible) by insurance maintained with responsible insurance companies and by appropriate proceedings that do not otherwise result in an Event of Default under Section 9.1(g); (l) easements, rights-of-way, zoning restrictions and for other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which appropriate reserves have been establishedmaterially detracts from the value of the property encumbered thereby or materially impairs the use thereof in the operation of the business of such Borrower or any of its Subsidiaries; (m) Liens, if any, granted in favor of the LC Issuer to cash collateralize or otherwise secure the obligations of an LC Participant that is a Delinquent Lender to fund risk participations hereunder; and (7n) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anyspecified in Item 8.2 of the Disclosure Schedule.

Liens. The Company shall notNone of Ultimate Parent, without Intermediate Parent, the prior written consent of FHIBorrower, create the other Loan Parties or permit any other Subsidiary will create, incur, assume or suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.02(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are Taxes not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 60 days or resulting from any litigation or legal proceeding which is 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; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for which appropriate reserves 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 terms thereof would have been establishedrequired 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 Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $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 (7l) those specific Liens now 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 (if anyas 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) described on Schedule 5.02(b)(7the property covered thereby is not changed, (ii) attached the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to this Agreementa reasonable premium or other reasonable amount paid, if anyand 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 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.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property or assets of its property, whether now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or ownedacquired, except: (1a) Mechanics’, warehousemen’s, landlord’s, materialmen’s, carriers’, and other similar Liens arising in favor the ordinary course of the FHI created pursuant to the requirements of this Agreement, business that are not overdue for a period longer than 30 days or otherwisethat are being contested in good faith by appropriate proceedings; (2b) any Lien Pledges or deposit deposits in connection with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's workers’ compensation, unemployment insurance, old age pensions, and other social security legislation; (c) Liens for Taxes not yet due or similar mattersthat are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the consolidated books of the Borrower in conformity with GAAP; (d) Liens in respect of judgments or to obtain any stay awards pending appeal (other than judgments or discharge 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 legal action before a court or administrative proceedingsa tribunal as security for costs or expenses where such action is being prosecuted or defended in the bona fide interest of the Borrower or any other Group Member; (e) Liens on deposits to secure, or any similar lien or deposit arising Lien otherwise securing, the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety bonds, appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (3f) Liens on any mechanic's, worker's, repairmen's, carrier's, warehousemen's fixed or other like Liens arising in capital assets to secure the ordinary course purchase of business for amounts not yet due and or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the payment purpose of which adequate reserves have been establishedfinancing the acquisition, construction or deposits made to obtain the release improvement of such Liensfixed 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; (4g) easements, licenses, minor irregularities in title or minor encumbrances 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 existing on the Closing Date and set forth on Schedule 6.2(i) and Liens granted pursuant to the terms of the Nicor Gas Indenture as renewed, extended, refinanced or replaced, provided that such renewal, extension, refinancing, or replacement does not cover any other Assets or increase the obligations secured thereby; (j) Survey exceptions or encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real property properties which do not, not materially impair their use in the judgment operation of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the CompanyBorrower or any Subsidiary; (5k) Liens for taxes and governmental charges which are not yet due with respect to any surplus assets leased by the Borrower or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedany Subsidiary; (6l) Liens created on any property owned by a Person other than the Borrower or resulting from any litigation Subsidiary if the Borrower or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establisheda Subsidiary holds only leasehold interests or easements, rights-of-way, licenses or similar rights of use or occupancy with respect to such property; and (7m) those specific Liens now existing created or outstanding on Assets of the Borrower or other Group Members, provided that the aggregate outstanding principal, capital and nominal amounts secured by all Liens created or outstanding as permitted under clauses (if anyf), (g), (h) described on Schedule 5.02(b)(7and (i) attached to above and this Agreement, if anyclause (m) shall not at any time exceed 10% of Consolidated Net Worth.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist exist, any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and other than the following (“Permitted Liens”): (a) Prior to any real estate, whether leased or owned, exceptthe date the Parent Borrower receives an Investment Grade Rating: (1i) Liens described in favor of Section 7.01(b)(i) through (xi); and (ii) during the FHI created pursuant to the requirements of this AgreementCollateral Period, or otherwiseLiens securing Indebtedness permitted under Section 7.12(a)(vii); (2iii) Liens securing Indebtedness of the Parent Borrower in an aggregate principal amount not to exceed $25,000,000 at any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businesstime outstanding; (3iv) Liens securing Indebtedness of the Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at any mechanic'stime 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, worker'sthat 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 not yet delinquent or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (iv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings and for which appropriate proceedings, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6v) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (vi) Liens incurred or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds (including surety and appeal bonds related to judgments only to the extent permitted by clause (viii) of this Section 7.01), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (vii) easements, rights-of-way, restrictions and other similar charges or encumbrances which, in each case are granted, entered into or created in the ordinary course of business of such Person; (viii) attachments or other Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (ix) 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 (1%) of Net Tangible Assets; (x) Liens on property or assets of any Subsidiary securing Indebtedness of such Subsidiary owing to a Borrower; (xi) Liens on (A) property or shares of equity interests of a Person that becomes a Subsidiary after the Closing Date, or (B) Acquired Assets acquired by a Borrower or resulting from a Subsidiary after the Closing Date, including any litigation acquisition by means of merger or legal proceeding consolidation with or into a Borrower or a Subsidiary which is being contested permitted by Section 7.02; provided (i) such Liens were in good faith and 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 appropriate proceedings and for which appropriate reserves have been establishedsuch 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 (7xii) those specific in addition to Liens now existing permitted by the foregoing clauses (if anyi) described on Schedule 5.02(b)(7) attached through (xi), other Liens securing Indebtedness, provided that in no event will the aggregate unpaid principal amount of Indebtedness secured by such other Liens exceed at any time an amount equal to this Agreement, if any15% of Net Tangible Assets.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume, or suffer to exist, or permit any Restricted Subsidiary to exist create, incur, assume, or suffer to exist, any Lien Lien, upon or with respect to any property or assets of its properties, now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptexcept the following: (1) Liens for taxes or assessments or other government charges or levies (x) if not yet past due or which remain payable without penalty or (y) which are being contested in favor of the FHI created pursuant to the requirements of this Agreement, or otherwisegood faith by appropriate proceedings and for which appropriate reserves are maintained; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilegeLiens imposed by law, franchise or licensesuch as mechanics’, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensationmaterialmen’s, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier'slandlords’, warehousemen's or ’s, customs authorities’ and carriers’ Liens, and other like Liens arising similar Liens, securing obligations incurred in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due delinquent or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; (63) Liens created under workers’ compensation, unemployment insurance, Social Security, or similar legislation (other than Liens imposed by ERISA); (4) Liens, deposits, or resulting from pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), public or statutory obligations, surety, stay, appeal, indemnity, performance, or other similar bonds, or other similar obligations arising in the ordinary course of business; (5) judgment, attachment and other similar Liens arising in connection with any litigation court proceeding, provided (a) the execution or legal proceeding which other enforcement of such 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; (6) 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 Lien rights granted pursuant to any recorded declaration of covenants, conditions, restrictions or condominium regime to any property owners’ association or similar Person that has authority to impose and collect dues or 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 any Restricted Subsidiary of the property or assets encumbered thereby 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 with the ordinary course of business of the Borrower and its Restricted Subsidiaries or the use of the Real Property to which they relate; (10) Liens securing Debt permitted under clause (3), (4), (5) or (9) of Section 6.02; (11) 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 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 the Debt described in this clause (13)) in 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 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 another intercreditor agreement in form and substance substantially similar to the Intercreditor Agreement or otherwise reasonably satisfactory to the Agent, provided that the Liens securing the Second Lien Notes, any Exchange Notes (as defined 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; (14) 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; (21) Liens 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 appropriate reserves have been establishedthey secured on the date of such merger or consolidation or designation as a Restricted Subsidiary and any Refinancing Debt 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 shall not be increased (except to the extent of reasonable premiums or other payments required to 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 (723) those specific other Liens now existing (if any) described on Schedule 5.02(b)(7) attached securing obligations or liabilities not prohibited by this Agreement in an aggregate amount not to this Agreement, if anyexceed $20,000,000.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 8.03(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens (other than Liens imposed under ERISA) for taxes and taxes, assessments or governmental charges which are or levies not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) statutory Liens created of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or resulting from pursuant to customary reservations or retentions of 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) an amount equal to (A) ten percent (10.0%) of the construction budget of any litigation 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 due and payable 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 legal proceeding which is being contested are subject to some enforcement action and, in good faith and by appropriate proceedings and each case, for which appropriate adequate reserves determined in accordance with GAAP have been 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 Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (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 of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens pursuant to any Permitted PILOT Transaction; and (7q) those specific Liens now existing on (if anyi) described on Schedule 5.02(b)(7the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) attached the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to this Agreement, if anysecure the guaranties of their obligations of the Tenants under the Lease Agreements.

Liens. The Company No Credit Party shall, nor shall notit permit any of its Subsidiaries to, without the prior written consent of FHIdirectly or indirectly, create create, incur, assume or permit to exist any Lien on or with respect to any property or assets 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 by itacquired, includingcreated or licensed or any income, without limitation 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 its rights, title and interests in and any Lien with respect to any real estatesuch property, whether leased asset, income, profits or ownedroyalties under the UCC of any State or under any similar recording or notice statute or under any Applicable Laws related to intellectual property, except: (1a) Liens in favor of the FHI created Collateral Agent for the benefit of the holders of the Obligations granted pursuant to the requirements of this Agreement, or otherwiseany Credit Document; (2b) 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 deposit 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 any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilegeworkers’ compensation, franchise or licenseunemployment insurance and other types of social security, or to maintain selfsecure 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 to obtain the benefits title of a lessor or secure obligations sublessor under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security lease permitted hereunder; (g) Liens solely on any xxxx xxxxxxx money deposits made by any Credit Party or similar mattersany 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 obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising operating leases of personal property entered into in the ordinary course of business; (3i) 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 mechanic'szoning 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, worker'srenewal or replacement in whole or in part thereof, repairmen'sprovided 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, carrier'sany such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness or the assets subject to such Capital Lease, warehousemen's respectively; (m) Liens in favor of the Issuing Bank or other like the Swingline Lender on cash collateral securing the obligations of a Defaulting Lender to fund risk participations hereunder; (n) Liens arising 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 for amounts and not yet due and for interfering in any respect with the payment ordinary conduct of which adequate reserves have been established, or deposits made to obtain the release business of such LiensCredit Party or such Subsidiary; (p) Liens in favor of collecting banks under Section 4) easements, licenses, minor irregularities in title or minor encumbrances on or over any real property which do not, in the judgment -210 of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the CompanyUCC; (5q) Liens for taxes and governmental charges which are not yet due (including the right of set-off) in favor of a bank or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedother depository institution that is normal or customary or arising as a matter of law encumbering deposits; (6r) Liens created 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 or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedSection 2.18; and (7t) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anynot otherwise permitted hereunder securing Indebtedness or other obligations not in excess of $5,000,000 in the aggregate at any one time outstanding.

Liens. The Company shall Parent will not, without the prior written consent of FHIand will not permit any Restricted Subsidiary to, create create, incur, assume or permit to exist any Lien with respect to on any property or assets asset now owned or hereafter acquired by it, including, without limitation or assign or sell any income or revenues (including accounts receivable) or rights in respect of its rights, title and interests in and to any real estate, whether leased or ownedthereof, except: (1a) Liens in favor of created under the FHI created pursuant to the requirements of this Agreement, or otherwiseSecurity Documents; (2b) any Lien on any property or deposit with any governmental agency required or permitted to qualify asset of the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, Parent or any similar lien 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 deposit arising in asset of the ordinary course of businessParent 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; (3c) Liens imposed by any mechanic'sGovernmental Authority for taxes, worker'sassessments or charges not yet due or 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 if 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; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens, and vendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings and Liens securing judgments (including, without limitation, pre-judgment attachments) but only to the extent, for which appropriate reserves have been establishedan amount and for a period not resulting in an Event of Default under paragraph (j) of Article IX; (6e) pledges or deposits under (i) worker’s compensation (including, without limitation, worker’s compensation insurance programs), unemployment insurance and other social security legislation and (ii) general liability, 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, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or imperfections in title thereto which, in the aggregate, are not material in amount, and which do not, in the aggregate, materially detract from the value of the property of the Parent and its Restricted Subsidiaries or materially interfere with the ordinary conduct of the business of the Parent or any of its Restricted Subsidiaries; (h) Liens created consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law or resulting from any litigation or legal proceeding which is being contested (except to the extent securing Indebtedness) by contract in good faith the ordinary course of business, and by appropriate proceedings and for which appropriate reserves have been establishedLiens on documents presented in letters of credit drawings; and (7i) those specific Liens now existing on fixed or capital assets acquired, constructed or improved by the Parent or any Restricted Subsidiary, provided that (if anyi) described 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 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 Schedule 5.02(b)(7property of Restricted Subsidiaries that are not Obligors, so long as such Liens do not extend to cover property of any Obligor; (k) attached licenses, on a non-exclusive basis (or, solely with respect to this Agreementany territory where neither the Parent nor any Restricted Subsidiary is doing business, if anyon an exclusive basis) of rights in the intellectual property of the Parent or any Restricted Subsidiary granted in the ordinary course of business; (l) Liens on the Equity Interests of, and on the property or assets of, a Project Entity securing Non-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 such customer, which Liens arise in the ordinary course of business and secure the performance obligations of the Parent or the relevant Restricted Subsidiary (as applicable) under such Customer Contract; (n) Liens constituting security referred to in paragraphs (c)(ii), (c)(iii) and (g) of Section 8.01; and (o) additional Liens upon real or personal property created after the date hereof, provided that the aggregate amount of obligations secured thereby shall not exceed $50,000,000.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon the Collateral and any property of its other property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and except for the following (the “Permitted Liens”): (a) Liens pursuant to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseLoan Document; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.02(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are Taxes not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) statutory Liens created by such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or resulting from any litigation other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that, a reserve or other appropriate reserves provision shall have been establishedmade therefor; [***] 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. (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness) that is not Indebtedness permitted under Section 7.02, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.02(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 the acquisition, whichever is lower, of the property being acquired on the date of acquisition; (j) 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 the Tax Equity Documents, in each case so long as such Liens do not attach to the net proceeds of any Available Take-Out; (k) Liens securing Indebtedness permitted under Section 7.02(h) so long as such Liens attach only to the vehicles or computer systems financed thereby; (l) Liens securing Indebtedness permitted under Section 7.02(j) so long as such Liens attach only to the assets financed 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 bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (n) Liens arising out of judgments or awards not resulting in an Event of 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) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased; (p) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (q) Any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (r) Liens on property, assets and revenues of Excluded Subsidiaries securing Indebtedness incurred under Section 7.02(m); (s) Liens on SRECs or Liens in connection with any contract or agreement for the sale of SRECs; and (7t) those specific other Liens now existing (if any) described on Schedule 5.02(b)(7) attached securing Indebtedness outstanding in an aggregate principal amount not to this Agreement, if anyexceed $10,000,000; provided that no such Lien shall extend to or cover any Collateral.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 60 days or resulting from any litigation if more than sixty (60) days overdue, are unfiled and no other action has been take to enforce such Lien or legal proceeding which is 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; (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any 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 bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred in the ordinary course of business which, 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 in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing 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 proceeds and products thereof and (ii) the Indebtedness secured thereby does not exceed as of 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 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 business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which appropriate reserves are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and other obligations in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts in the ordinary course of business and that are limited to Liens customary in such arrangements; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (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 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been established; andpermitted on the date of the creation of such Lien; (7n) those specific Liens now existing encumbering reasonable customary initial deposits and margin deposits and similar Liens (if anyin each case limited to the cash, commodity contracts or other Investments in such account) described 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 7.03; (p) Liens on Schedule 5.02(b)(7Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted 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) attached 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 this Agreementconstitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, if anyright or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume, or permit suffer to exist any Lien lien upon or with respect to the Collateral, any property of Borrower’s properties, or assets the properties of any Pledgor securing payment of the Loan, now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or ownedacquired, except: (1a) Liens and security interests in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseBank; (2b) any Lien Liens for taxes not yet due and payable or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or licenseotherwise being contested in good faith and for which appropriate reserves are maintained; (c) Other liens imposed by law not yet due and payable, or otherwise being contested in good faith and for which appropriate reserves are maintained; (d) [Intentionally deleted]; (e) purchase money security interests on any property hereafter acquired, provided that such lien shall attach only to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising property acquired; (f) Pledges and deposits made in the ordinary course of businessbusiness in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, other than any Lien imposed by ERISA; (3g) any mechanic'sLiens incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies; (h) Easements, worker'scovenants, repairmen'sconditions, carrier'srestrictions, warehousemen's building code laws, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or other like Liens arising in the ordinary course of business for amounts that do not yet due secure any monetary obligations and 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 real property which do not, in the judgment of the FHI, not materially detract from the value of such the affected property or its marketability materially interfere with the ordinary conduct of business of the Borrower, and such other minor title defects, or its usefulness survey matters that are disclosed by current surveys, that, in each case, do not materially and adversely interfere with the ordinary conduct of the business of the Companyapplicable Borrower; (5i) Liens for taxes existing on the date hereof and governmental charges which are 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 yet due changed, (ii) the amount secured or which are being contested in good faith benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and by appropriate proceedings and for which appropriate reserves have been established(iv) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder); (6j) 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 created arising solely by virtue of any statutory or resulting 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 any litigation precautionary UCC filings regarding “true” operating leases or legal proceeding which is being contested the consignment of goods to the Borrower; (m) Liens in good faith favor of customs and revenues authorities imposed by appropriate proceedings and for which appropriate reserves have been establishedapplicable law arising in the ordinary course of business in connection with the importation of goods; (n) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; and (7o) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anyincurred in the ordinary course of business of the Borrower which secure obligations that do not exceed $250,000 at any time in the aggregate.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist exist, any Lien with respect to upon any property of its Borrowing Base Oil and Gas Properties, or any of its property, assets or revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and other than the following (“Permitted Liens”): (a) Liens pursuant to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseLoan Document; (2b) Liens existing on the date hereof and listed on Schedule 7.01 hereto and any Lien renewals, rearrangements, amendments, modifications and/or extensions thereof, provided that, the property covered thereby is not increased and any renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and taxes, assessments, or other governmental charges which are or levies not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) operators’, vendors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business or resulting from any litigation 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 legal proceeding which is 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; (e) Liens in favor of operators and for 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 due or are being contested in good faith by appropriate reserves proceedings, if such reserve as may be required by GAAP shall have been establishedmade therefor; (f) Liens 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 social security legislation, other than any Lien imposed by ERISA; (h) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) easements, rights-of-way, restrictions, servitudes, permits, conditions, covenants, exceptions, or reservations and other similar encumbrances, defects, irregularities, and deficiencies in title 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; (j) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds relating to such judgments; (k) Liens securing Indebtedness permitted under Section 7.03(e); provided that, (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and (7l) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anythe Texaco Lien.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit to exist any Lien with on any assets (including stock or other securities of any person, including any Subsidiary) at the time owned by it or on any income or revenues or rights in respect to of any property or assets now owned or hereafter acquired by itthereof, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptexcept for: (1a) Liens granted pursuant to the 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 the FHI created pursuant to the requirements of this Agreement, banks or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge other depository institutions in any legal or administrative proceedings, or any similar lien or deposit arising which such cash is maintained in the ordinary course of business, securing payment of fees, indemnities, charges for returning items and other similar obligations; (3c) any mechanic'sLiens securing obligations under the Existing Indenture Documents, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and for the payment of which adequate reserves have been established, or deposits made subject to obtain the release of such LiensSection 6.10(b); (4d) easementsLiens on the A/R Securitization Facility Collateral and the Receivables Equity granted pursuant to the A/R Securitization Facility Documents, licensessubject 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, minor irregularities in title as applicable), or minor encumbrances on (ii) any other taxes, assessments or over any real property which do notcharges that, in the judgment case of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; this clause (5ii) Liens for taxes and governmental charges which are not yet due or which that are being contested in good faith and by appropriate proceedings and for which appropriate if adequate reserves have been establishedwith respect thereto are maintained on the books of the Borrowers in accordance with GAAP; (6g) Liens created imposed by 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 Indebtedness for borrowed money) not yet due or resulting from any litigation or legal proceeding which is that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrowers in accordance with GAAP; (h) Liens incurred or pledges or deposits made (i) to secure obligations incurred in the ordinary course of business under workers’ compensation laws, unemployment insurance or other similar social security legislation (other than in respect of employee benefit plans subject to ERISA) or (ii) to any supplier of the Borrowers to the extent such deposit was set forth in the Approved Budget; (i) zoning restrictions, easements, licenses, or other restrictions on the use of any real estate (including leasehold title), in each case which do not interfere with or affect in any material respect the ordinary course conduct of the business of the Borrowers and for their Subsidiaries; (j) deposits of money securing leases to which appropriate reserves have been establisheda Borrower is a party as lessee made in the ordinary course of business; (k) solely on Real Property, Permitted Real Estate Encumbrances; (l) Liens in existence on the Effective Date securing performance bonds, surety bonds, public or statutory obligations, regulatory obligations or with respect to workers’ compensation claims, and other bonds or obligations of like nature, in each case that are in existence on the Effective Date; and (7m) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anyprecautionary Lien filings regarding operating leases.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03(b); (3c) any mechanic'sLiens for Taxes that are (i) not yet due or (ii) being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, worker'swarehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens arising in the ordinary course of business for amounts not yet due and for the payment of which adequate reserves have been established, or deposits made to obtain the release of such Liens; (4i) easements, licenses, minor irregularities in title or minor encumbrances on or over any real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person; (6e) Liens created incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits and other Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), tenders, statutory obligations, surety bonds (other than bonds related to judgments or resulting litigation), leases, performance bonds, government contracts and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any litigation time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or legal proceeding which fair market value, whichever is lower, of the property being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedacquired on the date of acquisition; and (7j) those specific licenses (including licenses of intellectual property), sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the business of the Borrower or any Restricted Subsidiary in any material respect; (k) Liens now existing in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods; (if anyl) described on Schedule 5.02(b)(7any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) attached to relating to, leases permitted by this Agreement; (m) normal and customary rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions; (n) Liens securing Acquired Indebtedness, if any.provided that (i) such 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 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 any additional property, other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the 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 constituting Indebtedness) (q) Liens pursuant to any Loan Document securing (x) Secured Cash Management Agreements and (y) Secured Swap Contracts;

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired acquired, other than the following: (a) Liens securing the Notes; (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 itSection 10.3(a)(iv), includingand (iii) the direct or any contingent obligor with respect thereto is not changed, without limitation 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, 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 overdue, or which are being contested in good faith by appropriate proceedings diligently conducted; (d) inchoate Liens and 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 rights, title and interests in and to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseRestricted Subsidiaries; (2e) any Lien pledges and deposits to secure the performance of bids, tenders, trade or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilegegovernment contracts and leases (other than for Indebtedness), franchise or licenselicenses, or to maintain self-insurance or to obtain the benefits statutory obligations, surety bonds, performance bonds, completion bonds and other obligations of or secure obligations under any law pertaining to worker's compensationa like kind, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising each case incurred in the ordinary course of business; (3f) easements, servitudes, rights-of-way and other rights, exceptions, reservations, conditions, limitations, covenants and other restrictions that do not materially interfere with the operation, value or use of the properties affected thereby; (g) any mechanic'sLien on any asset (including a capital lease) securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, worker's, repairmen's, carrier's, warehousemen's provided that such Lien attaches to such asset concurrently with or other like within 180 days after the acquisition thereof; (h) Liens arising in the ordinary course of business for amounts not yet due and securing judgments for the payment of which adequate reserves have been established, money not constituting an Event of Default under Section 11(g) or deposits made appeal or surety bonds related to obtain the release of such Liensjudgments; (4i) easementsLiens 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 contemplation of or in connection with such Person becoming a Restricted Subsidiary, licenses(ii) such Lien shall not apply to any other property or assets of the MLP, minor irregularities 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 minor encumbrances a portion of such Person’s rights, titles and interests in and to all or a portion of such property; (k) any Lien consisting of (i) landlord’s liens under leases to which the MLP, the Issuer or any of its Restricted Subsidiaries is a party or other Liens on leased property reserved in leases thereof for rent or over for compliance with the terms of such leases (other than Liens securing Indebtedness), (ii) rights reserved to or vested in any real municipality or governmental, statutory or public authority to control or regulate any property which do not, in the judgment of the FHIMLP, the Issuer or any of its Restricted Subsidiaries, or to use such property in any manner which does not materially detract from impair the value use of such property for the purposes for which it is held by the MLP, the Issuer or its marketability any such Restricted Subsidiary, (iii) obligations or its usefulness duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in the business of the Companyany governmental authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, and (iv) zoning laws and ordinances and municipal regulations; (5l) Liens for taxes on the Equity Interests in, or Indebtedness or other obligations of, an Unrestricted Subsidiary securing the payment of a Project Financing or securing Equity Contribution Obligations as permitted by paragraphs (a)(i) and governmental charges which are not yet due or which are being contested (a)(iii) of the definition of “Non-Recourse” set forth in good faith and by appropriate proceedings and for which appropriate reserves have been establishedSchedule B; (6m) Liens created that ratably secure the Notes and other Indebtedness, subject to customary collateral trust or similar arrangements and execution by the Purchasers (or resulting from any litigation or legal proceeding which is being contested in good faith their agent) and by the other necessary parties of appropriate proceedings and for which appropriate reserves have been establisheddocumentation governing such arrangement; and (7n) those specific Liens now existing securing Indebtedness in an aggregate principal amount not to exceed, at the time of incurrence of such Indebtedness, an amount equal to 10% of Consolidated Net Tangible Assets as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b). Liens permitted by this Section 10.1 may also extend to products and proceeds (if anyincluding dividends, distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar proceeds) described on Schedule 5.02(b)(7) attached of, and property evidencing or embodying, or constituting rights or other general intangibles directly relating to this Agreementor arising out of, if anyand accessions and improvements to, such property subject to such Liens.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to any Credit Document (including Liens granted under the requirements of this Agreement, or otherwiseCollateral Documents which secure Bank Product Indebtedness and other Obligations); (2b) 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 reasonable and customary transaction costs incurred in connection with such renewal or extension), (iii) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, additional direct or any similar lien contingent obligor with respect thereto is not added, and (iv) any renewal or deposit arising in extension of the ordinary course of businessobligations secured or benefited thereby is permitted by Section 10.2.3(b); (3c) any mechanic'sLiens (other than Liens imposed under ERISA) for Taxes, worker's, repairmen's, carrier's, warehousemen's assessments or other like Liens arising in the ordinary course of business for amounts governmental charges or levies not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due 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 are being contested in good faith by appropriate proceedings for which appropriate adequate reserves determined in accordance with GAAP have been established; (6e) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of 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 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 11.1(h), and pre-judgment Liens created by or resulting existing from any litigation or legal proceeding which is that are being contested in good faith and by appropriate proceedings proceedings, promptly instituted and diligently conducted, for which appropriate adequate reserves have been establishedmade to the extent required by GAAP, and which would not, upon becoming Liens securing judgments for the payment of money, constitute an Event of Default under Section 11.1(h); (i) Liens 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 acquisition, whichever is lower, of the Property being acquired and (iii) such Liens attach to such Property concurrently with or within 90 days after the acquisition thereof; (j) (i) Liens securing Indebtedness permitted under Section 10.2.3(g) (subject to the condition set forth in clause (i) thereof); and (7) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if any.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit to exist any Lien with respect to on any property or assets now owned or hereafter acquired by it (including, in the case of securities owned by it, including, without limitation any by the sale of its rights, title and interests in and such securities pursuant to any real estate, whether leased repurchase agreement or ownedsimilar arrangement) or on any income or revenues or rights in respect of any thereof, except: (1a) Liens in favor on property or assets of any Guarantor or any Subsidiary existing on the FHI created pursuant to Restatement Date and any extensions, renewals or replacements thereof; provided that such Liens (i) shall secure only those obligations that they secure on the requirements Restatement Date and permitted refinancings thereof and (ii) shall encumber only those properties and assets of this Agreement, such Guarantor or otherwisesuch Subsidiary that they encumber on the Restatement Date; (2b) any Lien existing on any property or deposit with asset prior to the acquisition thereof by any governmental agency required Guarantor or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits Subsidiary; provided that (i) such Lien is not created in contemplation of or secure obligations under in connection with such acquisition and (ii) such Lien does not apply to any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security other property or similar matters, assets (other than after acquired property or to obtain any stay assets) of such Guarantor or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businesssuch Subsidiary; (3c) any mechanic'sLiens 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 and carriers’, worker'swarehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which securing obligations that are not yet due or the payment of which are being contested is not at the time required by Section 5.03 or which do not in good faith and by appropriate proceedings and for which appropriate reserves the aggregate have been establisheda material adverse effect on the value or use of property encumbered thereby; (6e) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social 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 bids, trade contracts (other than for obligations for the payment of borrowed money), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially interfere 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 Guarantor or any Subsidiary are located; (h) 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 lessee under any lease permitted by this Agreement (including any Lien granted by such lessor or lessee); (j) Liens created on Cash and Carry Securities securing Indebtedness permitted by Section 6.01(c); (k) Liens on receivables and notes payable owing from employees or resulting from investors and related rights securing Indebtedness the proceeds of which are loaned to employees of the Guarantors, the Subsidiaries or Affiliates of any litigation of the foregoing or legal proceeding to investors in the Guarantors’ or the Subsidiaries’ investment funds; (l) Liens not otherwise permitted by 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 any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which is being contested do not interfere in good faith any material respect with the business of the Guarantors and the Subsidiaries, taken as a whole; (o) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; (p) Liens deemed to exist in connection with repurchase agreements and reasonable customary initial deposits and margin deposits and similar Liens attaching to trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (q) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Guarantor or 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 appropriate proceedings and for which appropriate reserves have been establisheda Guarantor or a Subsidiary; and (7r) those specific Liens now existing arising from precautionary Uniform Commercial Code financing statement filings; (if anys) Liens on assets of a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of such Seasoning Subsidiary; (t) Liens securing Indebtedness described on Schedule 5.02(b)(7in Section 6.01(d) attached and related obligations; (u) Liens required to be created pursuant to this Agreement, if any; and (v) Liens on the right of any Subsidiary 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. The Company shall notCreate, without the prior written consent of FHI, create incur or permit suffer to exist any Lien with respect to on any property of the assets, rights, revenues or assets property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired by itacquired, includingof Borrower or any Subsidiary, without limitation any of its rightsother than the following (collectively, title and interests in and to any real estate, whether leased or owned, except:the “Permitted Liens”): (1i) Liens for taxes not delinquent or for taxes being contested in favor of the FHI created pursuant good faith by appropriate proceedings and as to the requirements of this Agreement, or otherwisewhich adequate financial reserves have been established on its books and records; (2ii) Liens (other than any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising imposed by ERISA) created and maintained in the ordinary course of businessbusiness which are not material in the aggregate, and which would not constitute or result in a Material Adverse Event, and which constitute (A) 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 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 due, and (D) pledges or deposits to secure public or statutory obligations of Borrower or a Subsidiary, or surety, customs or appeal bonds to which Borrower or a Subsidiary is a party; (3iii) Liens affecting real property owned by Borrower or any mechanic'sSubsidiary which constitute minor survey exceptions or defects or irregularities in title, worker'sminor encumbrances, repairmen'seasements or reservations of, carrier'sor rights of others for, warehousemen's rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other like Liens arising 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 amounts an amount not yet due and for in excess of the payment of which adequate reserves have been established, or deposits made original amount subject to obtain the release of such LiensLien; (4v) easementsLiens arising out of judgments 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, licenseshowever, minor irregularities in title that the aggregate amount of judgments or minor encumbrances on or over 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 property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Companytime outstanding; (5vi) Liens for taxes and governmental charges which are not yet due on or which are being contested in good faith and upon any property of a Person existing at the time such Person shall be merged into or acquired by appropriate proceedings and for which appropriate reserves 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 establishedcreated 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; (6vii) 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 Borrower or a Subsidiary; (viii) Liens created by granted solely in connection with the execution and delivery of a Hedge Agreement between the Borrower and a Lender or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedan Affiliate of a Lender; and (7ix) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to created under this Agreement, if any.

Liens. (a) The Company shall notwill not directly or indirectly create, without the prior written consent of FHIincur, create assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or assets of the Collateral, whether now owned or held or hereafter acquired by itacquired, includingor any income or profits therefrom, without limitation or assign or otherwise convey any of its rights, title and interests in and right to any real estate, whether leased receive income or ownedprofits, except: (1i) Liens in favor of arising under the FHI created pursuant to the requirements of this Agreement, or otherwise;Note Documentation; or (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5ii) Liens for taxes and governmental charges which are 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 assets, 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 existing on the date hereof that secure Indebtedness listed on Schedule 5.6 hereto and for which appropriate reserves have been establishedany renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted pursuant to Section 9.3; (6ii) Liens created by securing Indebtedness permitted pursuant to Section 9.3(b)(ii); (iii) Liens for taxes not yet due or resulting from any litigation or legal proceeding which is 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; (iv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and for by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP; (v) easements, rights-of-way, restrictions and other similar encumbrances affecting real property and other minor defects or irregularities in title and other similar encumbrances including the reservations, limitations, provisos and conditions, which, in the aggregate, are not substantial in amount, and which appropriate reserves have been establisheddo not in any 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 the applicable Person; (vi) statutory rights of set-off arising in the ordinary course of business; (vii) with respect to any real property, immaterial title defects or irregularities that do not, individually or in the aggregate, materially impair the use of such real property; (viii) Liens on any xxxx xxxxxxx money deposits or other escrow arrangements made in connection with any letter of intent or purchase agreement; and (7ix) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anyarising under the Note Documentation.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its Property, income or assets profits, whether now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or ownedacquired, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5a) Liens for taxes and taxes, assessments or other governmental charges which are not yet due more than 30 days delinquent or which are being contested in good faith and by appropriate proceedings 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 for which appropriate reserves (ii) all such Liens, individually and in the aggregate, are not reasonably expected to have been establisheda Material Adverse Effect; (6b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business in respect of obligations which are not yet delinquent or resulting from any litigation which are bonded or legal proceeding which is are being contested in good faith and by appropriate proceedings 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 (ii) such Liens 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; (c) pledges or deposits made and Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social 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, performance bonds and other obligations of a like nature (in each case, other than for borrowed money) incurred in the ordinary course of 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 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 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 than cash and Cash Equivalents; (e) easements (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 title which appropriate reserves 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 establishedplaced 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 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, individually or in the aggregate, (A) interfere in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary or (B) materially impair the use (for its intended purposes) or the value of the 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, operating leases, subleases and UCC financing statements in respect thereof; (n) interests of 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 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 Loan 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; (u) (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 Subsidiary in the ordinary course of business; (v) (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 Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (y) Liens on securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.06; (z) Liens granted by any Subsidiary that is not a Loan Party in favor of Borrower or any other Loan Party in respect of Indebtedness owed by such Subsidiary; and (7aa) those specific Liens now existing securing Indebtedness or other obligations in an aggregate amount not to exceed $15,000,000 at any one time; provided that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral (if any) described on Schedule 5.02(b)(7) attached as defined in the Security Agreement), other than Liens granted pursuant to this the Security Documents or, subject to the Intercreditor Agreement, if anyto secure the Second Lien Obligations.

Liens. The Company No Credit Party shall, nor shall notit permit any of its Subsidiaries to, without the prior written consent of FHIcreate, create assume, incur, or permit suffer to exist any Lien with respect to on the Property of any property Credit Party or assets any Subsidiary, whether now owned or hereafter acquired by itacquired, includingor assign any right to receive any income, without limitation any of its rightsother than the following (collectively, title and interests in and to any real estate, whether leased or owned, except:the “Permitted Liens”): (1a) Liens in favor of securing the FHI created pursuant to the requirements of this Agreement, or otherwiseSecured Obligations; (2b) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure Liens securing obligations under any law pertaining to worker's compensationthe DIP ABL Facility; (c) Liens imposed by law, such as landlord’s, materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens, and other similar liens arising in the ordinary course of business securing obligations which if overdue for a period of more than 30 days are being contested in good faith by appropriate procedures or proceedings and for which adequate reserves have been established; (d) Liens arising in the ordinary course of business out of pledges or deposits under workers compensation laws, unemployment insurance, old age pensions, or other social security or similar mattersretirement benefits, or similar legislation to obtain secure public or statutory obligations; (e) Liens for Taxes, assessment, or other governmental charges which are not yet delinquent and payable or, if overdue, which are being actively contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (f) Liens securing purchase money debt or Capital Lease obligations permitted under Section 6.1(d); provided that each such Lien encumbers only the Property purchased in connection with the creation of any stay such purchase money debt or discharge the subject of any such Capital Lease, and all proceeds and products thereof (including insurance proceeds) and accessions thereto, and the amount secured thereby is not increased; (g) encumbrances consisting of minor easements, zoning restrictions, or other 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 materially impair the ability of any Credit Party to use such assets in its business, and none of which is violated in any legal material aspect by existing or administrative proceedingsproposed structures or land use; (h) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or any similar lien rights and remedies and burdening only deposit accounts or other funds maintained with a depository institution; (i) Liens on cash, deposit arising accounts or securities pledged or encumbered to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (3j) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like judgment and attachment Liens not giving rise to an Event of Default; (k) Liens in favor a banking institution arising by operation of law encumbering deposits in accounts held by such banking institution incurred in the ordinary course of business for amounts not yet due and for which are within the payment of which adequate reserves have been established, or deposits made to obtain general parameters customary in the release of such Liensbanking industry; (4l) easementsAny interest or title of a lessor, licensessublessor, minor licensor or sublicensor under any lease or license entered into in the ordinary course of business and covering only the asset so leased or licensed; (m) Defects and irregularities in title or minor encumbrances on or over to any real property Property which do not, in the judgment aggregate do not materially impair the fair market value or use of the FHI, materially detract from Property for the value of such property purposes for which it is or its marketability or its usefulness in the business of the Companymay reasonably be expected to be held; (5n) Liens on advance of cash or xxxxxxx money deposits in favor of the seller of any property to be acquired in connection with Capital Expenditures permitted hereunder, which advances shall be applied against the purchase price for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedsuch permitted Capital Expenditures; (6o) Liens created by or resulting from any litigation or legal proceeding which is being contested in good faith respect of (i) Banking Services Obligations and by appropriate proceedings and for which appropriate reserves have been established(ii) Hedging Arrangements that are Secured Obligations (as defined in the DIP ABL Credit Agreement) under the DIP ABL Credit Agreement; and (7p) Liens on Property of the Borrower or its Subsidiaries existing on the Petition Date and set forth in Schedule 6.2 and refinancing, extensions, renewals and replacements thereof permitted hereunder; provided that such Liens shall secure only those specific obligations which they secure on the date hereof and such Liens now existing (if any) described shall not be extended to cover any additional Property not subject thereto on Schedule 5.02(b)(7) attached to this Agreement, if anythe Petition Date.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseCredit Documents; (2b) any Lien or deposit with any governmental agency required or permitted Liens under the Collateral Documents given to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under Swap Contracts between any law pertaining Credit Party and any Lender or Affiliate of a Lender or any Person that was a Lender or Affiliate of a Lender at the time it entered into such Swap Contract, provided that such Swap Contracts are otherwise permitted under Section 8.03; (c) Liens existing on the Closing Date and listed on Schedule 8.01, or, to worker's compensationthe extent not so listed, unemployment insuranceLiens, old age pensionswhich, social security when taken together with all other Liens existing on the Closing Date and not so listed, secure Indebtedness in an aggregate principal amount not exceeding $5.0 million, in each case together with any extensions, replacements, modifications or similar mattersrenewals of the foregoing; provided that the collateral interests are not broadened or increased or secure any Property not secured by such Liens on the Closing Date (but shall be permitted to apply to after-acquired property affixed or incorporated into the property covered by such Lien and the proceeds and products of the foregoing); (d) Liens for taxes, assessments or governmental charges or levies not yet due or to obtain any stay the extent non-payment thereof is permitted under Section 7.05; (e) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or discharge in any legal pursuant to customary reservations or administrative proceedings, or any similar lien or deposit 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, are not overdue by more than 30 days, or are 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 a foreclosure, sale or loss proceeding on account thereof (other than a proceeding where foreclosure, sale or loss has been stayed)); (3f) Liens incurred or deposits made by any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising member of the Consolidated Group in the ordinary course of business for amounts not yet due in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of which adequate reserves have been established, or deposits made to obtain the release of such Liensborrowed money); (4g) Liens in connection with attachments or judgments (including judgment or appeal bonds) that do not result in an Event of Default under Section 9.01(i); (h) easements, licensesrights-of-way, covenants, conditions, restrictions (including zoning restrictions), declarations, rights of reverter (other than with respect to Property subject to a Mortgage), minor defects or irregularities in title and other similar charges or minor encumbrances on encumbrances, whether or over any real property which not of record, that do not, in the judgment aggregate, interfere in any material respect with the ordinary course of business of the FHIBorrower or its Subsidiaries, materially detract from or in respect of any real property which is subject to a Mortgage, any title defects, liens, charges or encumbrances (other than such prohibited monetary Liens) which the value title company is prepared to endorse or insure by exclusion or affirmative endorsement reasonably acceptable to the Administrative Agent and which is included in any title policy; (i) Liens on property of any Person securing purchase money and Sale and Leaseback Transaction Indebtedness (including capital leases and Synthetic Leases) of such Person, in each case to the extent incurred under Section 8.03(c) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided, that any such Lien attaches only to the Property financed or leased and such Lien attaches prior to, at the time of or within one hundred eighty (180) days after the later of the date of acquisition of such property or its marketability the date such Property is placed in service (or, in the case of Liens securing a refinancing of such Indebtedness pursuant to Section 8.03(l), any such Lien attaches only to the Property that was so financed with the proceeds of the Indebtedness so refinanced); (j) licenses, sublicenses, leases or its usefulness subleases granted to others not interfering in any material respect with the business of any member of the CompanyConsolidated Group; (5k) any interest or title of a lessor or sublessor under, and Liens for taxes arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases and governmental charges which are not yet due or which are being contested in good faith and subleases permitted by appropriate proceedings and for which appropriate reserves have been establishedthis Credit Agreement; (6l) Liens created in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and Liens deemed to exist in connection with Investments in repurchase agreements that constitute Investments permitted by Section 8.02 hereof; (m) normal and customary rights of setoff upon deposits of cash or resulting from other Liens originating solely by virtue of any litigation statutory or legal proceeding common law provision relating to bankers liens, rights of setoff or similar rights in favor of banks or other depository institutions not securing Indebtedness; (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 Property securing obligations incurred under Section 8.03(h) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided that the Liens are not incurred in connection with, or in contemplation or anticipation of, the acquisition and do not attach or extend to any Property other than the Property so acquired (or, in the case of Liens securing a refinancing of such Indebtedness pursuant to Section 8.03(l), the Property acquired with the proceeds of the Indebtedness so refinanced); (p) other Liens, provided that such Liens do not secure obligations in excess of $40.0 million; (q) Liens in respect of any Indebtedness permitted under Section 8.03(g) to the extent such Liens extend only to Property of the Foreign Subsidiary or Foreign Subsidiaries incurring such Indebtedness (other than a Foreign Subsidiary that is a borrower under this Credit Agreement); (r) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; (s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens securing obligations incurred pursuant to Section 8.03(n); (u) Liens on Capital Stock in joint ventures securing obligations of such joint venture, to the extent required by the terms of the organizational documents or material contracts of such joint venture; (v) Liens on goods or inventory the purchase, shipment or storage price of which is being contested financed by a bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in good faith and by appropriate proceedings and for which appropriate reserves have been establishedthe ordinary course of business so long as such Liens are extinguished when such goods or inventory are delivered to the Borrower or a Subsidiary; provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such bankers’ acceptance or bank guarantee to the extent permitted under Section 8.03; (w) Liens securing insurance premiums financing arrangements, provided, that such Liens are limited to the applicable unearned insurance premiums; and (7x) those specific Liens now existing (in favor of the Borrower or any Guarantor; provided that if any) described on Schedule 5.02(b)(7) attached any such Lien shall cover any Collateral, the holder of such Lien shall execute and deliver to this Agreement, if anythe Administrative Agent a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent.

Liens. The Company Each Borrower shall not, without the prior written consent and shall not permit any of FHIits Subsidiaries to, create create, assume, incur, or permit to exist any Lien with respect to upon any of its property (including Hydrocarbon Interests, accounts receivable and Equity Interests in Subsidiaries or assets other Persons), whether now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or ownedacquired, except: (1a) Liens securing payment of the Obligations; (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 (w) such Lien is created within sixty (60) days of the incurrence of such Indebtedness, (x) 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, (y) 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 (z) the amount of Indebtedness secured thereby is not increased; (c) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent (provided that no foreclosure, sale or other enforcement proceedings in respect thereof have been initiated) 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; (d) carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ or other similar Liens arising by operation of law in the ordinary course of business in respect of obligations 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; (e) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain selfoperators and non-insurance or to obtain the benefits of or secure obligations operators under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens joint operating agreements arising in the ordinary course of business for 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 the payment of which adequate reserves in accordance with GAAP shall have been established, or deposits made to obtain the release of such Liensset aside; (4f) easementsobligations of such Borrower or any of its Subsidiaries in respect of royalty payments, licensesoverriding royalty payments, minor irregularities 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 title computing the net revenue interests and working interests of such Borrower or minor encumbrances on any of its Subsidiaries warranted in the Security Documents; (g) Liens created by, or over arising under any real property 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, 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 do notadequate 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 related agreements, in each case that are customary in the judgment oil, gas and mineral production business and that are entered into by such Borrower or any of its Subsidiaries in the FHIordinary 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 property Lien or its marketability or its usefulness materially impair the use thereof in the operation of the business of the Companysuch Borrower or any of its Subsidiaries; (5i) Liens for taxes arising pursuant to deposits to secure the performance of bids, trade contracts, Hydrocarbon Licenses, or performance bonds and governmental charges which are not yet due other obligations of a like nature incurred in the ordinary course of business of such Borrower or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedany of its Subsidiaries; (6j) bankers’ Liens, rights of setoff and other similar Liens created existing solely with respect to cash and temporary investments on deposit in one or more accounts maintained by such Borrower or resulting from any litigation of its Subsidiaries (other than the Collection Accounts), in each case granted in the ordinary course of business in favor of the bank or legal proceeding 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 which is being contested covered in good faith full (subject to a customary deductible) by insurance maintained with responsible insurance companies and by appropriate proceedings that do not otherwise result in an Event of Default under Section 9.1(g); (l) easements, rights-of-way, zoning restrictions and for other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which appropriate reserves have been establishedmaterially detracts from the value of the property encumbered thereby or materially impairs the use thereof in the operation of the business of such Borrower or any of its Subsidiaries; (m) Liens, if any, granted in favor of the LC Issuer to cash collateralize or otherwise secure the obligations of an LC Participant that is a Delinquent Lender to fund risk participations hereunder; and (7n) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anyspecified in Item 8.2 of the Disclosure Schedule.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names any Loan Party or any of its rightsSubsidiaries as debtor, title and interests in and or assign any accounts or other right to any real estatereceive income, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens securing Indebtedness existing on the date hereof and listed on Schedule 7.02 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.02(e); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or Liens for which appropriate reserves have been establishedtaxes that are not either individually or in aggregate material; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 60 days or resulting from any litigation or legal proceeding which is 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 or which are bonded; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, servitudes, covenants, licenses, encroachments, minor defects or other irregularities in title, liens securing obligations under reciprocal easements or similar agreements and other similar encumbrances affecting real property which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (i) any interest or title of a lessor or sublessor under any lease not prohibited by this Agreement (ii) any Lien or restriction to which the interest or title of such lessor or sublessor may be subject, or (iii) any subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (i) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering in any material respect with the ordinary conduct of the business of the Loan Parties or any of their Subsidiaries; (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; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower or any Wholly-Owned Subsidiary Guarantor, and (ii) Liens on the property or assets of any MLP Subsidiary in favor of any Wholly-Owned MLP Subsidiary; (l) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (m) Liens securing Indebtedness permitted under Section 7.02(j); provided (i) any such Lien shall be confined solely to the item or items of such property (or improvement therein) so acquired or constructed and, if required by the terms of the instrument creating such Lien, other property (or improvements thereon) which appropriate reserves have been establishedis an improvement to such acquired or constructed property, (ii) any such Lien shall be created contemporaneously with, or within sixty (60) Business Days after, the acquisition or construction of such property, and (iii) such Lien does not exceed an amount equal to 85% (100% in the case of Capitalized Leases) of the fair market value of such assets (as determined in good faith by the Board of Supervisors of the Borrower) at the time of acquisition thereof; (n) Liens granted to a utility provider by an ESCO on accounts receivable sold to such utility provider in connection with a Consolidated Billing Program; and (7o) those specific precautionary UCC-1 financing statement filings by lessors in respect of operating leases, provided that the obligations under such leases do not constitute Indebtedness. Notwithstanding the foregoing, the Parent will not, and will not permit any Subsidiary to, create, assume, incur or suffer to exist any Lien (other than Liens now existing (if anycreated by the Loan Documents) described upon or with respect to any of its proprietary software developed by or on Schedule 5.02(b)(7) attached to this Agreement, if anybehalf of the Parent or its Affiliates and necessary and useful for the conduct of the Business.

Liens. The Company Borrower shall notnot create, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon, in or against, or pledge of, any property of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired by itacquired, includingexcept the following (collectively, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, except: "PERMITTED LIENS"): (1i) Liens under the Loan Documents or otherwise arising in favor of the FHI created pursuant to the requirements of this AgreementLender, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5ii) Liens imposed by law for taxes and governmental taxes, assessments or charges which are of any Governmental Authority for claims not yet due or which are being contested in good faith and by appropriate proceedings and 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, (iii) (A) statutory Liens of 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, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due or which appropriate reserves have been established; (6) Liens created by or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings and 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, (iv) 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 benefits or to secure the performance of tenders, bids, leases, contracts (other than for which appropriate reserves have been establishedthe repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and 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 Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its sole discretion; and and (7vii) those specific Liens now existing (if any) described disclosed on Schedule 5.02(b)(7) attached to this Agreement, if any7.3.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and except for the following (the “Permitted Liens”): (a) Liens pursuant to any real estate, whether leased Loan Document or owned, except: (1) Liens otherwise in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseLender; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.02(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are Taxes not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) Statutory Liens created by such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or resulting from any litigation other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that a reserve or other appropriate reserves provision shall have been establishedmade therefor; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) Liens incurred or deposits made to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition. (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 the Loan Parties or (ii) the rights reserved or vested in any Person by the terms of any lease, 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 arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of setoff or similar rights and remedies as to deposit accounts or to other funds maintained with a depository institution; (l) 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; (m) filing of UCC financing statements solely as a precautionary measure in connection with operating leases; (n) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC covering only the items being collected upon; (o) good faith deposits required in connection with any investment transaction permitted under Section 7.03; and (7p) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreementthe extent constituting a Lien, if anyescrow arrangements securing indemnification obligations associated any investment transaction permitted under Section 7.03.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, includingother than the following (collectively, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, except:“Permitted Liens”): (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseunder any Loan Document; (2b) any Lien or deposit with any governmental agency required or permitted Liens existing on the date of this Agreement and listed on Schedule 7.01, and extensions, renewals and replacements thereof to qualify the Company extent such extensions, renewals and replacements secure only the obligations secured by such original Liens and extend only to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessassets covered by such original Liens; (3c) any mechanic'sLiens imposed by Law for Taxes (i) not yet due or (ii) which are being contested in compliance with Section 6.04; (d) carriers’, worker'swarehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due and payable or the payment of which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedis not at the time required; (6e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA 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 bonds, appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property; (g) leases or subleases granted to others, easements, rights-of-way, restrictions (including zoning restrictions) and other similar encumbrances affecting real property which, in the aggregate could not result in a Material Adverse Effect; (h) Liens created by securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or resulting from any litigation securing appeal or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves other surety bonds related to such judgments, unless the judgment it secures shall not, within 60 days after the entry thereof, have been establisheddischarged 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 Borrower in excess of those set forth by regulations promulgated by the FRB, and (2) the account containing such deposits is not intended by the Borrower to provide collateral to the depository institution; (k) Liens on cash of 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) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (p) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02 to be applied against the purchase 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 (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 proceeds or products 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 sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business; (u) deposits made in the ordinary course of business to secure liability to insurance carriers; (v) receipt of progress payments and advances from customers in the ordinary course of business to the extent 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 the 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 (7x) those specific Liens now existing not expressly permitted by clauses (if anya) described on Schedule 5.02(b)(7through (k) attached and (n) through (w) above securing or deemed to this Agreementexist in connection with Priority Indebtedness permitted under Section 7.03; provided that such Liens shall not secure any other obligations (other than principal, if anyinterest, fee, expense reimbursement, indemnity and similar obligations associated with such permitted Priority Indebtedness).

Liens. The Company Borrower shall not, without the prior written consent of FHInor shall it permit any Subsidiary to, create directly or permit indirectly, create, incur, assume or suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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 deposit (y) $20,000,000 in the aggregate (when taken together with any governmental agency required or all other Liens outstanding in reliance on this proviso that are not set forth on Schedule 8.01) shall only be permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessextent such Lien is listed on Schedule 8.01; (3c) any mechanic'sLiens (other than Liens imposed under ERISA) for taxes, worker's, repairmen's, carrier's, warehousemen's assessments or other like Liens arising in the ordinary course of business for amounts governmental charges or levies not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due delinquent or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than forty-five (45) days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the applicable Persons; (h) 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 such lessor may be subject to, or (iii) subordination of the interest of the lessee under such lease to any Lien or restriction referred to in the preceding clause (ii); (l) Liens 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 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 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 the defeasance, discharge or redemption of Indebtedness; (r) Liens in favor of a trustee pursuant to an indenture relating to any Indebtedness permitted by this Agreement to the extent such Liens (i) only secure customary compensation and reimbursement obligations of such trustee and (ii) are limited to the cash held by such trustee (excluding cash held in trust for which appropriate reserves have been establishedthe payment of such Indebtedness); (s) 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; (t) Liens arising by operation of law in favor of issuers of letters of credit in the documents presented under a letter of credit; (u) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens and rights reserved in any lease for rent or for compliance with the terms of such lease; (v) Liens on cash relating to escrows established for an adjustment in purchase price or liabilities or indemnities for Dispositions, to the extent such Dispositions are permitted hereby; and (7w) those specific other Liens; provided, that, the sum of (i) the aggregate principal amount of the outstanding obligations secured by Liens now existing permitted under this clause (if anyw), plus (ii) described on Schedule 5.02(b)(7the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 8.03(i) attached shall not at any time exceed 15% of Consolidated Net Tangible Assets, determined as of the most recently ended fiscal quarter for which financial statements have been delivered to this Agreement, if anythe Administrative Agent in accordance with Section 7.01.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to any property or assets now owned or hereafter acquired by it, including, without limitation on any of its rightsassets, title other than the following (collectively, “Permitted Liens”): (a) liens securing the payment of Taxes either not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings, and interests as to which such Credit Party or such Subsidiary shall, under IFRS or GAAP, as applicable, have set aside on its books and records adequate reserves; (b) pledges, deposits or Liens made or arising under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety, stay, appeal or custom bonds, or to secure indemnity, performance or other similar bonds in and to any real estate, whether leased or owned, except: the Ordinary Course of Business; (1c) Liens in favor of the FHI created pursuant to Collateral Agent for the requirements benefit of this Agreementthe Holders; (d) Liens which arise by operation of law, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilegeother than Liens which arise by operation of Environmental Laws, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising incurred in the ordinary course Ordinary Course of business; Business (3for sums not constituting borrowed money) any mechanic's, worker's, repairmen's, carrier's, warehousemen's that are not overdue for a period of more than thirty (30) days or other like Liens arising that are being contested in the ordinary course of business for amounts not yet due good faith by appropriate proceedings and for the payment of which adequate reserves have been establishedestablished in accordance with IFRS or GAAP, or deposits made to obtain the release as applicable (if so required); (e) zoning restrictions, building codes, easements, rights of such Liens; (4) easementsway, licenses, minor irregularities in title or minor encumbrances on or over any 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 described on Schedule 8.1, provided that such Liens shall secure only those obligations which do notthey secure on the Closing Date or, in the judgment case of Liens securing the FHIIndebtedness outstanding under the Xxxxxx Loan Documents, materially detract 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 Section 8.2(b); (h) Liens arising from the value 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 shall only extend to deposits and Property in possession of such property commercial bank; (j) any interest or its marketability title of a licensor, sublicensor, lessor or its usefulness sublessor with respect to any assets under any license or lease agreement expressly permitted under this Agreement and entered into in the Ordinary Course of Business which do not (i) interfere in any material respect with the business of any Credit Party or (ii) secure any Indebtedness; (k) judgment Liens (i) with respect to judgments which do not constitute an Event of Default, provided that the Company; (5) enforcement of such Liens for taxes is effectively stayed and governmental charges which are not yet due or which the claims secured thereby are being actively contested in good faith and by appropriate proceedings proceedings, or (ii) imposed in connection with judgments and for disputes which appropriate reserves have been established; (6) Liens created by or resulting from any litigation or legal proceeding do not constitute an Event of Default and which is are not being contested due to legal budgetary constraints (such constraints being consistent with the Turnaround Plan), provided that the Company notified the Collateral Agent in good faith writing promptly upon determining not to contest such judgment, dispute or related Lien; (l) non-exclusive outbound licenses or sublicenses of patents, copyrights, trademarks and other intellectual property rights granted by appropriate proceedings any Credit Party in the Ordinary Course of Business and for which appropriate reserves have been establishednot interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of such Credit Party; and (7m) those specific Liens now existing [reserved]; (if anyn) liens described on Schedule 5.02(b)(78.1(n); (o) attached [reserved]; and (p) any other Liens on Property not otherwise permitted by this Section 8.1 so long as neither (i) the aggregate principal amount of the Indebtedness and other obligations 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 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 this Agreement, if anyPermitted Liens.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its rightsRestricted Subsidiaries as debtor, title and interests in and or assign any accounts or other right to any real estatereceive income, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to any Loan Document(including to secure the requirements of this Agreement, or otherwiseSenior Notes so long as the Senior Notes are required to be secured equally and ratably with the Obligations); (2b) Liens existing on the date hereof and listed on Schedule 5.08 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.02(d); (3c) Liens imposed by law for taxes, assessments or charges of any mechanic's, worker's, repairmen's, carrier'sGovernmental Authority for claims not yet delinquent or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (d) statutory Liens of landlords and Liens of carriers, warehousemen's , mechanics, materialmen and other Liens imposed by law or other like Liens arising created in the ordinary course of business and in existence less than 90 days from the date of creation thereof for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted and for with respect to which adequate reserves or other appropriate reserves have been establishedprovisions are being maintained in accordance with GAAP and which Liens are not yet enforceable against other creditors; (6e) 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 benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (f) easements (including reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded), which do not interfere materially with the ordinary conduct of the business of the Borrower or any Subsidiary and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to the Borrower or any Subsidiary; (g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (h) Liens securing Indebtedness permitted under Section 7.02(i); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.19), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.02(j); (j) any interest or title of a lessor or sublessor under any lease entered into by the Borrower or resulting from any litigation of its Restricted Subsidiaries in the ordinary course of business and covering only the assets so leased; (k) Liens on cash deposits and other funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any statutory or legal proceeding which is being contested common law provision relating to banker’s liens; (l) leases, licenses, subleases or sublicenses granted to others in good faith the ordinary course of business that (i) do not interfere in any material respect with the business of the Borrower or any of the Subsidiaries and by appropriate proceedings (ii) do not secure any Indebtedness; (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (n) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (o) Liens (i) on cash advances in favor of the seller of any property to be acquired in a Permitted Acquisition or an Investment permitted pursuant to Section 7.03 or to be applied against the purchase price for which appropriate reserves such Investment, or (ii) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05, solely to the extent such Disposition, would have been establishedpermitted on the date of the creation of such Lien; (p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; and (7q) those specific other Liens now existing (if any) described on Schedule 5.02(b)(7) attached securing Indebtedness outstanding in an aggregate principal amount not to this Agreement, if anyexceed $50,000,000.

Liens. The Company shall Parent will not, without the prior written consent and will not permit any of FHIits Subsidiaries to, create or permit suffer to exist any Lien with respect to upon any property or assets assets, now owned or hereafter acquired by itacquired, including, without limitation securing any of its rights, title and interests in and to any real estate, whether leased Indebtedness or ownedother obligation, except: : (1i) the Liens in favor of the FHI created pursuant to the requirements Security Documents; (ii) the Liens existing on the A&R Closing Date set forth in Schedule III and Liens arising out of this Agreementthe refinancing, extension, renewal or otherwise;refunding of any Indebtedness secured by any Lien set forth on Schedule III, provided that the principal amount of such Indebtedness is not increased and is not secured by any additional assets; (iii) (2A) any Lien or deposit with any governmental agency required or Liens securing Indebtedness permitted by clauses (iii), (v), (viii), (ix)(b), (xi) (solely to the extent the Indebtedness that is guaranteed is otherwise permitted to qualify be secured pursuant to this Section 9.13) and/or (xii) 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 Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; relevant acquisitions; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5iv) Liens for taxes and governmental charges which are assessments not yet due 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; (v) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which appropriate reserves have been established; (6) Liens created by or resulting from any litigation or legal proceeding which is 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; (vi) Liens 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 social security legislation, other than any Lien imposed by EXXXX; (viii) normal and customary banker’s Liens and rights of setoff 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, fees and reimbursable expenses relating solely to deposit accounts, and for returned items); (ix) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (x) Liens securing judgments for the payment of money not constituting an Event of Default under Section 10.01(8)); (xi) leases, subleases, licenses and sublicenses which appropriate reserves have been establisheddo not materially interfere with the business of the Parent or any Subsidiary; and (7xii) those specific Liens now existing on properties or assets of an Excluded Subsidiary (if anyother than a Subsidiary Borrower) described securing Indebtedness of such Excluded Subsidiary permitted hereunder; (xiii) 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 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 Schedule 5.02(b)(7a pro forma basis; (xvi) attached the reservations, limitations, provisos and conditions expressed in any 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 use of such property or assets; (xvii) Liens granted to this Agreementa 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 property or assets; and (xviii) servicing agreements, if anydevelopment 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 agreements are complied with and do not reduce the value of the property or assets or materially interfere with the use of such property or assets.

Liens. The Company No Loan Party shall, nor shall notit permit any of its Subsidiaries to, without the prior written consent of FHIcreate, create assume, incur, or permit suffer to exist any Lien with respect to on the Property of any property Loan Party or assets any Subsidiary, whether now owned or hereafter acquired by itacquired, includingor assign any right to receive any income, without limitation any of its rightsother than the following (collectively, title and interests in and to any real estate, whether leased or owned, except:the “Permitted Liens”): (1a) Liens in favor of securing the FHI created Secured Obligations pursuant to the requirements of this Agreement, or otherwiseSecurity Documents; (2b) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilegeLiens imposed by law, franchise or licensesuch as materialmen’s, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensationmechanics’, unemployment insurancecarriers’, old age pensionsworkmen’s and repairmen’s liens, social security or and other similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens liens arising in the ordinary course of business securing obligations which are not overdue for amounts not yet due a period of more than 30 days or are being contested in good faith by appropriate procedures or proceedings and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and 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 any such purchase money Debt or is the subject of any such Capital Lease, and all proceeds thereof (including insurance proceeds), and the amount secured thereby is not increased, and (ii) such Lien does not attach to any Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the 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 other 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 materially impair the ability of 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, 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 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) such 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, (ii) such Liens do not secure borrowed money, (iii) such Liens secure amounts that are not yet due or are being contested in good faith and by appropriate proceedings and for which appropriate reserves proceedings, if such reserve as may be required by GAAP shall have been establishedmade therefor, (iv) such Liens 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; (6i) 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 compliance with workers’ compensation, unemployment insurance or other social security laws or regulations; (k) Liens created on property not constituting Collateral and not otherwise permitted by the foregoing clauses of this Section 6.2; provided that the aggregate principal or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedface amount of all Debt secured under this Section 6.2(k) shall not exceed $500,000; and (7l) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached securing Second Lien Debt to this the extent permitted under the Intercreditor Agreement; provided that, subject to the terms of the Intercreditor Agreement, if any(i) the 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 shall be senior to the Liens securing the Second Lien Debt.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its Property, income or assets profits, whether now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or ownedacquired, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5a) Liens for taxes and taxes, assessments or other governmental charges which are not yet due more than 30 days delinquent or which are being contested in good faith and by appropriate proceedings 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 for which appropriate reserves (ii) all such Liens, individually and in the aggregate, are not reasonably expected to have been establisheda Material Adverse Effect; (6b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business in respect of obligations which are not yet delinquent or resulting from any litigation which are bonded or legal proceeding which is are being contested in good faith and by appropriate proceedings 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 (ii) such Liens 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; (c) pledges or deposits made and Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social 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, performance bonds and other obligations of a like nature (in each case, other than for borrowed money) incurred in the ordinary course of 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 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 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 than cash and Cash Equivalents; (e) easements (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 title which appropriate reserves 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 establishedplaced 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 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, individually or in the aggregate, (A) interfere in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary or (B) materially impair the use (for its intended purposes) or the value of the 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, operating leases, subleases and UCC financing statements in respect thereof; (n) interests of 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 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 Loan 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; (u) (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 Subsidiary in the ordinary course of business; (v) (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 Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (y) Liens on securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.06; (z) Liens granted by any Subsidiary that is not a Loan Party in favor of Borrower or any other Loan Party in respect of Indebtedness owed by such Subsidiary; and (7aa) those specific Liens now existing securing Indebtedness or other obligations in an aggregate amount not to exceed $22,000,000 at any one time; provided that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral (if any) described on Schedule 5.02(b)(7) attached as defined in the Security Agreement), other than Liens granted pursuant to this the Security Documents or, subject to the Intercreditor Agreement, if anyto secure the First Lien Obligations.

Liens. The Company shall Such Obligor will not, without the prior written consent and will not permit any of FHIits Subsidiaries to, create create, incur, assume or permit to exist any Lien with respect to on any property or assets now owned or hereafter acquired by it, including, without limitation or assign or sell any income or revenues (including accounts receivable) or rights in respect of its rights, title and interests in and to any real estate, whether leased or ownedthereof, except: (1a) Liens in favor of securing the FHI created pursuant to the requirements of this Agreement, or otherwiseObligations; (2b) any Lien on any property or deposit asset of the Borrower or any of its Subsidiaries existing on the date hereof and set forth in Schedule 7.13(b); provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries and (ii) any 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 securing Indebtedness permitted under clauses (f) and (h) of Section 9.01; provided that such Liens are restricted solely to the collateral described in such clause (f) or (h), as applicable; (d) Liens imposed by Law which were incurred in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with any governmental agency required GAAP; (e) pledges or permitted to qualify deposits made in the Company to conduct ordinary course of business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's in connection with workers’ compensation, unemployment insurance, old age pensions, insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar mattersencumbrances on real property imposed by any Law and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or to obtain any stay or discharge minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any legal case materially detract from the value of the property subject thereto or administrative proceedingsinterfere with the ordinary conduct of the business of any of the Obligors; (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to Laws; and (iii) rights of expropriation, access or use or any similar lien right conferred or deposit arising reserved by or in any Law, which, in the aggregate for (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors; (i) bankers’ liens, rights of setoff and similar Liens incurred on deposits made in Deposit Accounts in the ordinary course of business; (3j) any mechanic'sLiens consisting of judgment or judicial attachment Liens (other than for the payment of Taxes) in respect of judgments, worker'sthe existence of which do not constitute an Event of Default under Section 11.01(i); (k) licenses (including licenses of Intellectual Property), repairmen'ssublicenses, carrier's, warehousemen's leases or other like Liens arising subleases granted by the Borrower or its Subsidiaries to third parties in the ordinary course of business for amounts and not yet due and for prohibited by the payment of which adequate reserves have been establishedterms hereof or any other Loan Document, or deposits made to obtain the release of such Liensincluding, without limitation, Section 9.13(b); (4) easements, licenses, minor irregularities in title or minor encumbrances on or over any real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5l) Liens for taxes securing Indebtedness permitted under Section 9.01(i); provided that no Lien otherwise permitted under any of clauses (c), (g), (h) and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; (6i) Liens created by or resulting from above shall apply to any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; and (7) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anyMaterial Intellectual Property.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document (including Liens securing any Incremental Facility or Refinancing Facility governed by this Agreement); (b) Liens existing on the date hereof and (other than any individual Lien that secures obligations of less than $2,000,000) set forth on Schedule 7.01 and any renewals, extensions, modifications, restatements or replacements thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except with respect to any property Permitted Refinancing Increase and (iii) any renewal, extension, modification, restatement or assets now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, except: (1) Liens in favor replacement of the FHI created pursuant to the requirements of this Agreement, obligations secured or otherwisebenefited thereby is permitted by Section 7.03; (2c) any Lien Liens for taxes not yet due and payable or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge which are being contested in any legal or administrative good faith and by appropriate proceedings, or any similar lien or deposit arising if adequate reserves with respect thereto are maintained on the books of the applicable Person in the ordinary course of businessaccordance with GAAP; (3d) any mechanic'slandlord’s, worker'scarriers’, warehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedproceedings; (6e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and employee health and disability benefit legislations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (f) (i) Liens (including deposits) to secure the performance of bids, trade contracts and leases (other than Indebtedness), reclamation bonds, insurance bonds, statutory obligations, surety and appeal bonds, performance bonds, bank guarantees and letters of credit and other obligations of a like nature incurred in the ordinary course of business, (ii) Liens on assets to secure obligations under surety bonds obtained as required in connection with the entering into of federal coal leases or (iii) Liens created under or by or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; andturnover trust; (7g) easements, rights-of-way, zoning restrictions, other restrictions, covenants and other non-monetary encumbrances 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 attachments or judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or surety bonds related to such attachments or judgments; (i) Liens securing Indebtedness of the Borrower and its Restricted Subsidiaries permitted by Section 7.03(l); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, any other property which may be incorporated with or into that financed property or any after-acquired title in or on such property and proceeds of the existing collateral in accordance with the instrument creating such Lien, including replacement parts, accessories or enhancements that are affixed to any leased goods and other property financed by the same Person (i.e., cross-collateralization of such property) and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property at the time it was acquired (it being understood that Liens of the type described in this subsection (i) incurred by a Restricted Subsidiary before such time as it became a Restricted Subsidiary are permitted under this subsection (i)) (j) Liens on property or assets acquired in a transaction permitted by Section 7.02 or of a Person which becomes a Restricted Subsidiary after the date hereof; provided that (i) such Liens existed at the time such property or assets were acquired or such entity became a Subsidiary and were not created in anticipation thereof, (ii) such Liens do not extend to any other property or assets of such Person (other than the proceeds of the property or assets initially subject to such Lien) or of the Borrower or any Restricted Subsidiary and (iii) the amount of Indebtedness secured thereby is not increased; (k) Liens on the property of the Borrower or any of its Subsidiaries, as a tenant under a lease or sublease entered into in the ordinary course of business by such Person, in favor of the landlord under such lease or sublease, securing the tenant’s performance under such lease or sublease, as such Liens are provided to the landlord under applicable law and not waived by the landlord; (l) Liens (including those specific arising from precautionary UCC financing statement filings and those which are security interests for purposes of the Personal Property Securities Act of 2009 (Cth)) with respect to bailments, operating leases or consignment or retention of title arrangements entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) Liens now existing securing Indebtedness permitted under Section 7.03(c), to the extent that the Indebtedness being refinanced was originally secured in accordance with this Section 7.01, provided that such Lien does not apply to any additional property or assets of the Borrower or any Restricted Subsidiary (if anyother than property or assets within the scope of the original granting clause or the proceeds of the property or assets subject to such Lien); (n) described Liens securing Indebtedness or other obligations of a non-Guarantor Restricted Subsidiary to the Borrower or a Guarantor; (o) leases, subleases, licenses and rights-of-use granted to others incurred in the ordinary course of business and that do not materially and adversely affect the use of the property encumbered thereby for its intended purpose; (p) (i) Liens in favor of a banking institution arising by operation of law or any contract encumbering deposits (including the right of set-off) held by such banking institutions incurred in the ordinary course of business and which are within the general parameters customary in the banking industry or (ii) contractual rights of setoff to the extent constituting Liens; (q) Liens on Schedule 5.02(b)(7Capital Stock of any Unrestricted Subsidiary, solely to the extent such Capital Stock does not constitute Collateral; (r) attached Liens in favor of an escrow agent arising under an escrow arrangement incurred in connection with the issuance of notes with respect to this the proceeds of such notes and anticipated interest expenses with respect to such notes; (s) Permitted Real Estate Encumbrances and Liens on Excluded Assets; (t) other Liens securing Indebtedness or obligations of the Loan Parties in an aggregate amount at any time outstanding not to exceed $40,000,000; (u) subject to an ABL Intercreditor Agreement, if any.Liens on Collateral securing any ABL Facility;

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit to exist exist, directly or indirectly, any Lien with respect to on any property or assets now owned or hereafter acquired by itit or on any income or revenues or rights in respect of any thereof, includingexcept the following (collectively, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, except:the "Permitted Liens"): (1a) Liens in favor for Taxes, assessments, utilities or governmental charges not yet due and payable or that are the subject of the FHI created pursuant to the requirements of this Agreement, or otherwisea good faith contest; (2b) statutory Liens of landlords, banks (and rights of set-off), 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 deposit with any governmental agency required ERISA or permitted to qualify a violation of Section 436 of the Company to conduct business or exercise any privilegeInternal Revenue Code), franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising each case incurred in the ordinary course of business; (3c) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising incurred in the ordinary course of business for amounts not yet due 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, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of which adequate reserves have been established, borrowed money or deposits made to obtain the release of such Lienscapital leases); (4d) Liens on property of a Person existing at the time such Person is merged into or consolidated with or otherwise acquired by the Borrower, provided that such Liens were not in existence prior to, and were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower and the replacement, renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date that such Person is merged into or consolidated with or otherwise acquired by the Borrower, except for products and proceeds of the foregoing; (e) Liens on property existing at the time of acquisition thereof by the Borrower; provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition and do not extend to any assets other than property acquired and the replacement, renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date of acquisition thereof, except for products and proceeds of the foregoing; (f) easements, licensesreciprocal easement agreements, rights-of-way, restrictions, encroachments, outstanding mineral and royalty interests, minor defects or irregularities in title, and other similar encumbrances in each case which do not interfere in any material respect with the ordinary conduct of the business of the Borrower; (g) any interest or title of a lessor or minor encumbrances on sublessor under any lease not prohibited hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of property entered into in the ordinary course of business; (i) any zoning or over similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (j) licenses of patents, copyrights, trademarks and other intellectual property which do not, rights granted by the Borrower in the judgment ordinary course of business and not interfering in any material respect with the FHI, ordinary conduct of or materially detract detracting from the value of such property or its marketability or its usefulness in the business of the CompanyBorrower; (5k) Liens described in Schedule 5.02 and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with Refinancing Indebtedness pursuant to Section 5.01(a) (solely to the extent that such Liens were in existence on the Closing Date and described on Schedule 5.02)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date hereof, except for taxes products and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedproceeds of the foregoing; (6l) Liens created by securing Indebtedness permitted pursuant to Section 5.01(d); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness; provided, that individual financings otherwise permitted to be secured hereunder may be cross collateralized to other such financings; (m) Liens securing Indebtedness permitted to be incurred under the proviso to Section 5.01; provided that such secured Indebtedness does not exceed, in the aggregate, the greater of (i) 7.5% of the Borrower's consolidated total assets plus accumulated depreciation and amortization and (ii) $500,000,000; (n) Liens on Equity Interests of any Subsidiary or resulting from joint venture securing obligations arising in favor of other holders of Equity Interests of such Person pursuant to agreements governing such Person; (o) Liens securing judgments that do not constitute an Event of Default under Section 6.01(i); (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks in the ordinary course of business not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, (iii) relating to purchase orders and other agreements entered into with customers in the ordinary course of business and (iv) attaching to brokerage accounts incurred in the ordinary course of business; (q) Liens in respect of leases, subleases, licenses, sublicenses or other occupancy agreements of property in the ordinary course of business; (r) 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; (s) Liens securing Derivative Transactions, provided that such Derivative Transactions are not entered into for speculative purposes; (t) deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (i) Liens on advances of Cash or Cash Equivalents in favor of the seller of any litigation property to be acquired to be applied against the purchase price for such transaction, (ii) Liens consisting of an agreement in respect of any sale of assets; provided that such Liens attach solely to the property subject to such sale of assets and (iii) exxxxxx money deposits of Cash or legal proceeding which is being contested Cash Equivalents in good faith and by appropriate proceedings and for which appropriate reserves have been establishedconnection with any letter of intent or purchase agreement; (v) Liens deemed to exist in connection with repurchase agreements constituting Cash Equivalents; provided, that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; and (7w) those specific other Liens now existing (if any) described on Schedule 5.02(b)(7) attached securing Indebtedness in an aggregate amount not to this Agreement, if anyexceed $25,000,000 at any time outstanding.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Senior Credit Document; (2b) Liens existing on the date hereof and listed on SCHEDULE 8.01 and any Lien renewals or deposit with extensions thereof, PROVIDED that the property covered thereby is not increased and any governmental agency required renewal or extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby SECTION 8.03(c); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental taxes, assessments, charges which are or other government levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, and for which appropriate adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been established; andwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (7e) those specific Liens now existing pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (if anyf) described on Schedule 5.02(b)(7deposits to secure the performance of bids, tenders, trade contracts, liability to insurance carriers and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds, contractual or warranty obligations and other obligations of a like nature incurred in the ordinary course of business; (g) attached to this Agreementeasements, if any.rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

Liens. The Company shall Borrower will not, without the prior written consent of FHIand will not permit any Subsidiary to, create create, incur, or permit suffer to exist any Lien with respect to in or on the Property of the Borrower or any property or assets of its Subsidiaries, whether now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or ownedacquired, except: (1a) the existing Liens listed in favor Schedule 7.12 hereto and other Liens existing on the Closing Date securing an obligation in an amount, in the case of each such obligation, of less than $5,000,000 (and extension, renewal and replacement Liens upon the FHI created pursuant same Property previously subject to such an existing Lien, provided the requirements of this Agreementamount secured by each Lien constituting such an extension, renewal or otherwisereplacement Lien shall not exceed the amount secured by the Lien previously existing); (2b) any Lien Liens arising from taxes, assessments, or deposit with any governmental agency required claims described in Section 7.14 hereof that are not yet due or that remain payable without penalty or to the extent permitted to qualify remain unpaid under the Company proviso to conduct business such Section 7.14; (c) deposits or exercise any privilege, franchise or license, or pledges to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's ’s compensation, unemployment insurance, old age pensions, benefits or other social security obligations, or similar mattersin connection with or to secure the performance of bids, tenders, trade contracts or leases, or to obtain any stay or discharge in any legal or administrative proceedingssecure statutory obligations, or any similar lien stay, surety or deposit arising appeal bonds, or other pledges or deposits of like nature and all in the ordinary course of business; (3d) any mechanic'sLiens on Property securing all or part of the purchase price thereof (including without limitation Liens in respect of leases of personal or real Property) and Liens (whether or not assumed) existing in Property at the time of purchase thereof by the Borrower or a Subsidiary, worker'sas the case may be (and extension, repairmen'srenewal and replacement Liens upon the same property previously subject to a Lien described in this clause (d), carrier'sprovided the amount secured by each Lien constituting such extension, warehousemen's renewal or other like Liens arising in replacement shall not exceed the ordinary course of business for amounts not yet due amount secured by the Lien previously existing), provided that each such Lien is confined solely to the Property so purchased, improvements thereto and for the payment of which adequate reserves have been established, or deposits made to obtain the release of such Liensproceeds thereof; (4e) Liens resulting from progress payments or partial payments under United States Government contracts or subcontracts thereunder; (f) Liens arising from legal proceedings, so long as such proceedings are being contested in good faith by appropriate proceedings diligently conducted and execution is stayed on all judgments resulting from any such proceedings; (g) zoning restrictions, easements, licensesminor restrictions on the use of real property, minor irregularities in title or thereto and other minor encumbrances on or over any real property which Liens that do not, not in the judgment of the FHI, aggregate materially detract from the value of such property a Property to, or materially impair its marketability or its usefulness use in the business of of, the Company; (5) Liens for taxes and governmental charges which are not yet due Borrower or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; (6) Liens created by or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedsuch Subsidiary; and (7h) those specific other Liens now existing securing Indebtedness in an aggregate amount, as to all Indebtedness secured by Liens under this clause (if any) described on Schedule 5.02(b)(7) attached to this Agreementh), if anynot exceeding, when aggregated with the aggregate amount of Indebtedness permitted by Section 7.15(ii), $150,000,000 at any time outstanding.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its rightsSubsidiaries as debtor, title and interests in and or assign any accounts or other right to any real estatereceive income, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseSenior Credit Facility and any refinancing thereof permitted by Section 7.03(b); (2b) 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 except as contemplated by Section 7.03(c), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03(c); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) operators’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 90 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) (i) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and (ii) Immaterial Title Deficiencies; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens on pipelines and pipeline facilities that arise by operation of law or other like Liens arising by operation of law in the ordinary course of business and incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that do not constitute Indebtedness and that are not delinquent or which are being contested in good faith by appropriate action and for which appropriate adequate reserves have been establishedmaintained in accordance with GAAP; (j) customary contractual Liens under operating lease agreements or which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out and farm-in agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for obligations that do not constitute Indebtedness and that are not delinquent or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in 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 Subsidiary or materially impair the value of such property subject thereto; (k) Permitted Encumbrances (as defined in the Senior Credit Facility); (l) Liens existing on assets at the time of acquisition thereof, or Liens existing on assets of an Person at the time such Person became a Subsidiary, which in each case were not created in contemplation thereof; (m) UCC financing statements filed in connection with an operating lease under which the Borrower or a Subsidiary is the lessee; (n) Liens on assets of Lariat securing obligations of Lariat; (o) Liens securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and (7p) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anycreated by the Citi Payoff Documents securing reimbursement obligations in respect of the Citi L/Cs; provided that the aggregate amount of cash collateral pledged thereunder shall not exceed $20,000,000.

Liens. The Company shall Parent will not, without the prior written consent and will not permit any of FHIits Subsidiaries to, create create, incur, assume or permit suffer to exist any Lien with respect to on any of its assets or property or assets now owned or hereafter acquired by itacquired, including, without limitation except any of its rights, title and interests in and to any real estate, whether leased or owned, except:the following (each a “Permitted Encumbrance”): (1a) Liens in favor of securing the FHI created pursuant Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the requirements priority of this Agreement, or otherwisepayments set forth in Section 2.21 and Section 8.2; (2b) Liens listed in Schedule 7.2 and existing on the Restatement Date and any Lien replacement Liens (covering the same or deposit with any governmental agency required or a lesser scope of Collateral) in respect of replacement Indebtedness permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessSection 7.1; (3c) purchase money Liens upon or in any mechanic's, worker's, repairmen's, carrier's, warehousemen's fixed or other like Liens arising in capital assets to secure the ordinary course purchase price or the cost of business for amounts not yet due and construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the payment purpose of which adequate reserves have been establishedfinancing the acquisition, construction or deposits made to obtain the release improvement of such Liensfixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted by Section 7.1(g), (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any other asset, and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (4) easements, licenses, minor irregularities in title or minor encumbrances on or over any real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5d) Liens for taxes and taxes, assessments or other governmental charges which are or levies not yet due or which are being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; (e) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, and other Liens imposed by law in the ordinary course of business for amounts not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and provided that, if delinquent for more than sixty (60) days, adequate reserves have been establishedset aside with respect thereto in accordance with GAAP; (6f) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or letters of credit or guarantees issued in respect thereof; (g) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums; (h) deposits or pledges to secure the performance of bids, tenders, trade contracts, governmental contracts, leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (i) judgment and attachment liens not giving rise to an Event of Default or Liens created by or resulting existing from any litigation or legal proceeding which is that are currently being contested in good faith and by appropriate proceedings and for with respect to which appropriate adequate reserves have been establishedare being maintained in accordance with GAAP; (j) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of the Loan Parties maintains deposits in the ordinary course of business and Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection (or comparable foreign liens); (k) leases, subleases or licenses granted to others or to the Borrower or any of its Subsidiaries (in the ordinary course of business consistent with past practices) and associated negative pledges not interfering in any material respect with the ordinary conduct of the business or operations of any Loan Party; (l) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted by this Agreement; (m) easements, zoning restrictions, rights-of-way, restrictions and similar encumbrances imposed by Law or arising in the ordinary course of business that do not materially detract from the value of any Material Real Property or other material assets or materially interfere with the ordinary conduct of business of the Parent and its Subsidiaries taken as a whole; and (7n) Liens on the Real Property subject to any of the Real Estate Documents identified in any applicable ALTA mortgagee title insurance policy received and approved by the Administrative Agent (in form and substance reasonably satisfactory to the Administrative Agent) relating to such Real Property; (o) 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; (p) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of the Parent and its Subsidiaries in the ordinary course of business; (q) Liens arising from precautionary Uniform Commercial Code financing statements; (r) Liens on any property or asset of the Borrower or any Subsidiary securing Indebtedness permitted by Section 7.1(o); provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those specific obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; (s) other Liens; provided that at the time of incurrence of the obligations secured thereby, the aggregate outstanding face amount of obligations secured by Liens now existing in reliance on this clause shall not exceed the greater of (if anyx) described $22,500,000 and (y) 10.0% of Consolidated EBITDA for the most recently ended Test Period; (t) Liens securing Indebtedness permitted under Section 7.1(e), to the extent contemplated by, and subject to the limitations set forth in such section; and (u) Liens on Schedule 5.02(b)(7the Floorplan Collateral securing the Approved Floorplan Financing so long as such Liens are subject to the Floorplan Intercreditor Agreement and do not attach to any Collateral (except as may be permitted by the Floorplan Intercreditor Agreement); (v) attached Liens securing Indebtedness permitted under Section 7.1(s), so long as such Liens only encumber inventory manufactured by BRP Inc. or one of its Subsidiaries or Affiliates that is financed pursuant to the TCF Agreement and do not attach to any Collateral; (w) Liens arising out of sale and leaseback transactions (i) existing on the Restatement Date or (ii) permitted under the definition of “Asset Sale”; and (x) extensions, renewals, or replacements of any Lien referred to in subsections (a) through (w) of this AgreementSection; provided that (x) the principal amount of the Indebtedness secured thereby is not increased (other than by any amount of any outstanding or capitalized interest and reasonable fees and expenses incurred in connection therewith) and that any such extension, if anyrenewal or replacement is limited to the assets permitted to be encumbered thereby, and (y) such Lien remains outstanding under the clause above under which it was previously incurred.

Liens. The Company shall Borrower will not, without the prior written consent of FHIand will not permit any Subsidiary to, create create, incur, or permit suffer to exist any Lien with respect to in or on the Property of the Borrower or any property or assets of its Subsidiaries, whether now owned or hereafter acquired by it, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or ownedacquired, except: (1a) the existing Liens listed in favor Schedule 7.12 hereto and other Liens existing on the Closing Date securing an obligation in an amount, in the case of each such obligation, of less than $5,000,000 (and extension, renewal and replacement Liens upon the FHI created pursuant same Property previously subject to such an existing Lien, provided the requirements of this Agreementamount secured by each Lien constituting such an extension, renewal or otherwisereplacement Lien shall not exceed the amount secured by the Lien previously existing); (2b) any Lien Liens arising from taxes, assessments, or deposit with any governmental agency required claims described in Section 7.14 hereof that are not yet due or that remain payable without penalty or to the extent permitted to qualify remain unpaid under the Company proviso to conduct business such Section 7.14; (c) deposits or exercise any privilege, franchise or license, or pledges to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's ’s compensation, unemployment insurance, old age pensions, benefits or other social security obligations, or similar mattersin connection with or to secure the performance of bids, tenders, trade contracts or leases, or to obtain any stay or discharge in any legal or administrative proceedingssecure statutory obligations, or any similar lien stay, surety or deposit arising appeal bonds, or other pledges or deposits of like nature and all in the ordinary course of business; (3d) any mechanic'sLiens on Property securing all or part of the purchase price thereof (including without limitation Liens in respect of leases of personal or real Property) and Liens (whether or not assumed) existing in Property at the time of purchase thereof by the Borrower or a Subsidiary, worker'sas the case may be (and extension, repairmen'srenewal and replacement Liens upon the same property previously subject to a Lien described in this clause (d), carrier'sprovided the amount secured by each Lien constituting such extension, warehousemen's renewal or other like Liens arising in replacement shall not exceed the ordinary course of business for amounts not yet due amount secured by the Lien previously existing), provided that each such Lien is confined solely to the Property so purchased, improvements thereto and for the payment of which adequate reserves have been established, or deposits made to obtain the release of such Liensproceeds thereof; (4e) Liens resulting from progress payments or partial payments under United States Government contracts or subcontracts thereunder; (f) Liens arising from legal proceedings, so long as such proceedings are being contested in good faith by appropriate proceedings diligently conducted and execution is stayed on all judgments resulting from any such proceedings; (g) zoning restrictions, easements, licensesminor restrictions on the use of real property, minor irregularities in title or thereto and other minor encumbrances on or over any real property which Liens that do not, not in the judgment of the FHI, aggregate materially detract from the value of such property a Property to, or materially impair its marketability or its usefulness use in the business of of, the Company; (5) Liens for taxes and governmental charges which are not yet due Borrower or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; (6) Liens created by or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedsuch Subsidiary; and (7h) those specific other Liens now existing securing Indebtedness in an aggregate amount at any time outstanding, as to all Indebtedness secured by Liens under this clause (if anyh), not exceeding, when aggregated with the aggregate outstanding amount of all Indebtedness permitted by Section 7.15(ii) described on Schedule 5.02(b)(7) attached at such time, an amount equal to this Agreement, if any12.5% of Consolidated Net Tangible Assets.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property or assets of its Property, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the date hereof and listed on Schedule 8.01-1 and any Lien renewals or deposit with extensions thereof, provided that the property covered thereby is not increased and any governmental agency required renewal or extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 8.03(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens (other than Liens imposed under ERISA) for taxes and taxes, assessments or governmental charges which are or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) 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 are being contested in good faith by appropriate proceedings for which appropriate adequate reserves determined in accordance with GAAP have been established; (6e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not in excess of the Threshold Amount (except to the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of more than sixty consecutive days during which execution is not effectively stayed; (i) Liens securing Indebtedness permitted under Section 8.03(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 purchase price of the Property being acquired and (iii) such Liens attach to such Property concurrently with or within ninety days after the acquisition thereof; (j) Liens securing purchase money Indebtedness (including obligations in respect of capital leases or Synthetic Leases) permitted under Section 8.03(b); provided that such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness; (k) leases, licenses or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (l) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or equivalent in foreign jurisdictions) on items in the course of collection; (p) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (q) Liens on Securitization Related Property created by or resulting from any litigation or legal proceeding which is being contested deemed to exist in good faith and by appropriate proceedings and for which appropriate reserves have been establishedconnection with the Permitted Securitization Transaction, but only to the extent that such Liens are subject to the Intercreditor Agreement; and (7r) those specific mortgage Liens now existing on the real Property of any Person acquired after the Closing Date, provided that (if anyi) described on Schedule 5.02(b)(7such Liens secure Indebtedness permitted by Section 8.03(h); (ii) attached such Liens existed prior to this Agreementsuch acquisition and were not created in anticipation thereof, if anyand (iii) such Liens are not extended to any other Property after such acquisition.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the date hereof and listed on Schedule 7.01 and any Lien renewals or deposit with any governmental agency required extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or permitted to qualify benefited thereby is not increased, and (iii) the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, direct or any similar lien or deposit arising in the ordinary course of businesscontingent obligor with respect thereto is not changed; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are or unpaid utilities not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 60 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (i) Liens securing purchase money obligations of 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 (C) such Liens attach to such property concurrently with or within 90 days after the acquisition thereof, and (ii) Liens securing any refinancing of such Indebtedness, provided that such Liens do not extend to additional property and the amount of the Indebtedness is not increased; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (j) Liens arising in the ordinary course of business under Oil and Gas Agreements to secure compliance with such agreements, provided that any such Lien referred to in this clause are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which appropriate adequate reserves have been establishedmaintained in accordance with GAAP, and provided, further, that any such Lien referred to in 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 Subsidiary 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 incurred in the ordinary course of business that constitute banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution, whether arising by operation of law or pursuant to contract; and (7l) those specific Liens now existing not otherwise permitted by this Section 7.01 if at the time of, and immediately after giving effect to, the creation or assumption of any such Lien, the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by any Liens not otherwise permitted hereby does not exceed 10% of Consolidated Net Worth of the Borrower and its Subsidiaries (if anydetermined 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) described on Schedule 5.02(b)(7) attached 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 this Agreementsuch Lien, if anyin each case pursuant to documentation reasonably satisfactory to the Required Lenders.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its rights, title and interests in and Subsidiaries as debtor (other than precautionary lease filings covering only the property subject to any real estatesuch lease), whether leased or ownedassign any accounts or other right to receive income, except:other than the following (collectively, “Permitted Liens”): (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.02(e); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, lessor’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been established; andwith respect thereto are maintained on the books of the applicable Person; (7e) those specific pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens now existing securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (if anyi) described Liens 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 the property being acquired on Schedule 5.02(b)(7the date of acquisition; (j) attached other Liens securing Indebtedness outstanding in an aggregate principal amount not to this Agreement, if anyexceed $20,000,000.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the date hereof and listed on Schedule 8.01 and any Lien renewals or deposit with extensions thereof, provided that the property covered thereby consists only of the property covered by the Liens being renewed or extended and any governmental agency required renewal or extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 8.03(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens created imposed by Law or resulting from any litigation arising in the ordinary course of business which are not overdue for a period of more than 30 days or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been established; andwith respect thereto are maintained on the books of the applicable Person; (7e) those specific Liens, pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) Liens now existing or deposits to secure the performance of bids, trade contracts and leases (if anyother than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, and including deposits (but not Liens) related to the acquisition of property; (g) easements, rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges or encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) any interest or title of a lessor or sublessor and any restriction or encumbrance to which the interest or title of such lessor or sublessor may be subject that is incurred in the ordinary course of business and, either individually or when aggregated with all other Liens described in clauses (a) through (g) in effect on Schedule 5.02(b)(7any date of determination, could not be reasonably expected to have a Material Adverse Effect; (i) attached Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01 or securing appeal or other surety bonds related to this Agreementsuch judgments; (j) Liens securing Indebtedness permitted under Section 8.03(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, if anywhichever is lower, of the property being acquired on the date of acquisition; (k) Liens on Mortgage Accounts and Third Party Mortgage Accounts securing Indebtedness permitted under Section 8.03(g); (l) Liens on residual beneficial interests in any MSH Trust securing Indebtedness permitted under Section 8.03(g)(iii), 8.03(i) or 8.03(m); (m) Liens securing Indebtedness the amount of which Indebtedness shall not exceed in the aggregate at any time $10,000,000 and the book value of the property securing such Indebtedness shall not exceed $12,500,000.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit to exist any Lien with respect to on any property or assets now owned or hereafter acquired by it (including, in the case of securities owned by it, including, without limitation any by the sale of its rights, title and interests in and such securities pursuant to any real estate, whether leased repurchase agreement or ownedsimilar arrangement) or on any income or revenues or rights in respect of any thereof, except: (1a) 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 FHI created pursuant to the requirements of this Agreement, or otherwisedate hereof; (2b) any Lien existing on any property or deposit with asset prior to the acquisition thereof by any governmental agency required Guarantor or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits Subsidiary; provided that (i) such Lien is not created in contemplation of or secure obligations under in connection with such acquisition and (ii) such Lien does not apply to any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security other property or similar matters, assets of such Guarantor or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businesssuch Subsidiary; (3c) any mechanic'sLiens 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 and carriers’, worker'swarehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which securing obligations that are not yet due or the payment of which are being contested is not at the time required by Section 5.03 or which do not in good faith and by appropriate proceedings and for which appropriate reserves the aggregate have been establisheda material adverse effect on the value or use of property encumbered thereby; (6e) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for obligations for the payment of borrowed money), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially interfere 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 Guarantor or any Subsidiary are located; (h) 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 lessee under any lease permitted by this Agreement (including any Lien granted by such lessor or lessee); (j) Liens created on Cash and Carry Securities securing Indebtedness permitted by Section 6.01(c); (k) Liens on receivables and notes payable owing from employees or resulting from investors and related rights securing Indebtedness the proceeds of which are loaned to employees of the Guarantors, the Subsidiaries or Affiliates of any litigation of the foregoing or legal proceeding to investors in the Guarantors’ or the Subsidiaries’ investment funds; (l) Liens not otherwise permitted by 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 any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which is being contested do not interfere in good faith any material respect with the business of the Guarantors and the Subsidiaries, taken as a whole; (o) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; (p) Liens deemed to exist in connection with repurchase agreements and reasonable customary initial deposits and margin deposits and similar Liens attaching to trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (q) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Guarantor or 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 appropriate proceedings and for which appropriate reserves have been establisheda Guarantor or a Subsidiary; and (7r) those specific Liens now existing arising from precautionary Uniform Commercial Code financing statement filings; (if anys) Liens on assets of a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of such Seasoning Subsidiary; (t) Liens securing Indebtedness described on Schedule 5.02(b)(7in Section 6.01(d) attached and related obligations; and (u) Liens required to be created pursuant to this Agreement, if any.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to any property or assets now owned or hereafter acquired by it, including, without limitation on any of its rightsassets, title other than the following (collectively, “Permitted Liens”): (a) liens securing the payment of Taxes either not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings, and interests as to which such Credit Party or such Subsidiary shall, under IFRS or GAAP, as applicable, have set aside on its books and records adequate reserves; (b) pledges, deposits or Liens made or arising under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety, stay, appeal or custom bonds, or to secure indemnity, performance or other similar bonds in and to any real estate, whether leased or owned, except: the Ordinary Course of Business; (1c) Liens in favor of the FHI created pursuant to Collateral Agent for the requirements benefit of this Agreementthe Holders; (d) Liens which arise by operation of law, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilegeother than Liens which arise by operation of Environmental Laws, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising incurred in the ordinary course Ordinary Course of business; Business (3for sums not constituting borrowed money) any mechanic's, worker's, repairmen's, carrier's, warehousemen's that are not overdue for a period of more than thirty (30) days or other like Liens arising that are being contested in the ordinary course of business for amounts not yet due good faith by appropriate proceedings and for the payment of which adequate reserves have been establishedestablished in accordance with IFRS or GAAP, or deposits made to obtain the release as applicable (if so required); (e) zoning restrictions, building codes, easements, rights of such Liens; (4) easementsway, licenses, minor irregularities in title or minor encumbrances on or over any 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 described on Schedule 8.1, provided that such Liens shall secure only those obligations which do notthey secure on the Closing Date or, in the judgment case of Liens securing the FHIIndebtedness outstanding under the Xxxxxx Loan Documents, materially detract 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 Section 8.2(b); (h) Liens arising from the value 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 shall only extend to deposits and Property in possession of such property commercial bank; (j) any interest or its marketability title of a licensor, sublicensor, lessor or its usefulness sublessor with respect to any assets under any license or lease agreement expressly permitted under this Agreement and entered into in the Ordinary Course of Business which do not (i) interfere in any material respect with the business of any Credit Party or (ii) secure any Indebtedness; (k) judgment Liens (i) with respect to judgments which do not constitute an Event of Default, provided that the Company; (5) enforcement of such Liens for taxes is effectively stayed and governmental charges which are not yet due or which the claims secured thereby are being actively contested in good faith and by appropriate proceedings proceedings, or (ii) imposed in connection with judgments and for disputes which appropriate reserves have been established; (6) Liens created by or resulting from any litigation or legal proceeding do not constitute an Event of Default and which is are not being contested due to legal budgetary constraints (such constraints being consistent with the Turnaround Plan), provided that the Company notified the Collateral Agent in good faith writing promptly upon determining not to contest such judgment, dispute or related Lien; (l) non-exclusive outbound licenses or sublicenses of patents, copyrights, trademarks and other intellectual property rights granted by appropriate proceedings any Credit Party in the Ordinary Course of Business and for which appropriate reserves have been establishednot interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of such Credit Party; and (7m) those specific Liens now existing [reserved]; (if anyn) liens described on Schedule 5.02(b)(78.1(n); (o) attached [reserved]; and (p) any other Liens on Property not otherwise permitted by this Section 8.1 so long as neither (i) the aggregate principal amount of the Indebtedness and other obligations 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 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 this Agreement, if anyPermitted Liens.

Liens. The Company Borrower shall not, without the prior written consent of FHIand shall not permit any Restricted Subsidiary to, create directly or permit indirectly create, incur, assume or suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, includingother than the following (such Liens, without limitation any of its rightscollectively, title and interests in and “Permitted Liens”): (a) Liens pursuant to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseLoan Document; (2b) Liens existing on the Closing Date and listed on Schedule 8.01 and any Lien Liens securing Indebtedness described in Section 8.03(c) or deposit renewals or extensions thereof, provided that, with respect to renewals or extensions, the property covered thereby is not increased and any governmental agency required renewal, extension or replacement of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 8.03(c); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and taxes, assessments or other governmental charges which are or levies not yet due delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, Liens created by for labor done and materials and services supplied and furnished or resulting from any litigation other like Liens and statutory Liens (i) which are not filed or legal proceeding recorded for a period of more than 60 days, (ii) which is are being contested in good faith and by appropriate proceedings and for diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or (iii) which appropriate reserves have been established; andbonded in a manner reasonably satisfactory to the Administrative Agent; (7e) those specific pledges or deposits made or Liens now existing incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or employment or insurance legislation (if anyother than ERISA Liens); (f) described deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, including during the course of any development; (g) easements, rights-of-way, reservations, covenants, conditions, restrictions, defects and irregularities in title to any real property and other similar encumbrances affecting real property which, in the aggregate, do not 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) rights reserved to or vested in any Governmental Agency to control or regulate, or obligations or duties to any Governmental Agency with respect to (i) the use of any real property, or (ii) any right, power, franchise, grant, license, or permit, including present or future zoning laws, building codes and ordinances, zoning restrictions, or other laws and ordinances restricting the occupancy, use, or enjoyment of real property; (i) rights of tenants under leases and rental agreements covering real property entered into in the ordinary course of business of the Person owning such real property; (j) Liens consisting of any right of offset, or statutory bankers’ lien, on Schedule 5.02(b)(7bank deposit accounts maintained in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such right of offset or bankers’ lien; (k) attached Liens securing writs of attachment or similar instruments or judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to this Agreementsuch judgments; (l) Liens securing Indebtedness permitted under Section 8.03(j); provided that such Liens do not at any time encumber any property other than the property of such Restricted Subsidiary and its Subsidiaries; (m) Liens on cash securing only Defeased Indebtedness; (n) precautionary Uniform Commercial Code financing statement filings made in connection with operating leases; (o) Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, if any.and (ii) the Indebtedness secured thereby does not exceed the cost or Fair Market Value, whichever is lower, of the property which is the subject of such financing; (p) Liens securing Indebtedness and other obligations in an aggregate principal amount not to exceed the greater of (x) $100,000,000 and (y) 35% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time such Lien is incurred; (q) 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 by that Person; (r) Liens encumbering deposits made to secure obligations arising from statutory or regulatory requirements under Gaming Laws of that Person or its Subsidiaries; (s) Liens on Collateral securing Indebtedness permitted under Sections 8.03(g) and (l); (t) Liens on the Equity Interests of any Unrestricted Subsidiary securing any Indebtedness of such Unrestricted Subsidiary; (u) Liens arising from Uniform Commercial Code financing statements regarding operating leases; (v) minor survey exceptions;

Liens. The Company shall not(a) Create, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property or assets Borrowing Base Property whether now owned or hereafter acquired by it, including, without limitation any (except to the extent released as a Borrowing Base Property pursuant to and in accordance with the terms of its rights, title and interests in and to any real estate, whether leased or owned, exceptSection 1.10 hereof) other than the following: (i) Liens pursuant to any Loan Document; (ii) 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) Liens in favor of the FHI created pursuant to the requirements of this Agreement, any existing unfunded commitments related thereto or otherwise; (2) any Lien reasonable premium or deposit other reasonable amount paid, together with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge fees and expenses reasonably incurred in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; connection with such refinancing) and (3B) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet under this Section 7.01(a)(ii) which represent due and for unpaid obligations of 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 real property which do Borrowers will not, in the judgment aggregate, exceed five percent (5%) of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the CompanyTotal Asset Value; (5iii) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6iv) 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 are being contested in good faith by appropriate proceedings for 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; (v) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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; (vi) the Borrowing Base Leases and such other Leases granted by the Borrowers in the ordinary course of business (to the extent not otherwise prohibited by the terms hereof); and (vii) 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 created by pursuant to any Loan Document; (ii) Liens for taxes not yet due or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; and (7iii) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anysecuring judgments for the payment of money not constituting an Event of Default under Section 8.01(h).

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, includingother than the following (each a “Permitted Lien” and collectively, without limitation any of its rights, title and interests in and the “Permitted Liens”): (a) Liens pursuant to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseLoan Document; (2b) Liens existing on the date hereof and listed on Schedule 7.01 and any Lien renewals or deposit with extensions thereof, provided that the property covered thereby is not increased and any governmental agency required renewal or extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for which appropriate reserves have been establishedthe 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 permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) Liens on capital stock of the Guarantors securing the Debt Securities; and (7k) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anymargin accounts established in connection with Swap Contracts permitted under Section 7.11.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit to exist any Lien with respect to on any property or assets (including Equity Interests or other securities of any Person, including the Borrower or any Subsidiary) now owned or hereafter acquired by it, including, without limitation it or on any income or revenues or rights in respect of its rights, title and interests in and to any real estate, whether leased or ownedthereof, except: (1a) Liens in favor on property or assets of the FHI created pursuant Borrower and the Subsidiaries existing on the date hereof and set forth in Schedule 6.02 or reflected in the title insurance policies delivered to the requirements of this AgreementAdministrative Agent; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, or otherwiserenewals and replacements thereof permitted hereunder; (2b) any Lien or deposit with any governmental agency required or permitted to qualify created under the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessLoan Documents; (3c) any mechanic'sLien 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, worker'sas 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 for taxes, assessments, 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’s, carrier'ssuppliers’, warehousemen's construction or other like Liens arising in the ordinary course of business for amounts and securing obligations which are (i) incident to the construction, operation, maintenance, repair, restoration or improvement of any property or asset and (ii) (A) not yet due and for the payment of which adequate reserves have been established, delinquent or deposits made to obtain the release of such Liens(B) being contested in compliance with Section 5.03; (4f) Liens, pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations but including new store leases), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, licensesrights-of-way, minor irregularities in title or minor encumbrances restrictions on or over any use of real property which do notand other Liens incurred in the ordinary course of business which, in the judgment of the FHIaggregate, are not substantial in amount and do not materially detract from the value of such the property subject thereto or its marketability or its usefulness in materially interfere with the ordinary conduct of the business of the CompanyBorrower or any of the Subsidiaries; (5i) Liens for taxes 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 security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and governmental charges which are the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not yet due exceed the lesser of the cost or which are being contested in good faith the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and by appropriate proceedings and for which appropriate reserves have been established(iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (6j) judgment Liens securing judgments not constituting an Event of Default under Section 7.01; (k) Liens created in favor of collecting banks arising under Section 4-210 of the New York UCC and Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (l) any interest or title of a lessor or licensor under any operating lease or license entered into by any Loan Party in the ordinary course of business and covering only the assets leased or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedlicensed; and (7m) those specific other Liens now existing (if any) described on Schedule 5.02(b)(7) attached securing liabilities in an aggregate amount not to this Agreement, if anyexceed $5,000,000 at any time outstanding.

Liens. The Company shall notCredit Parties will not permit any Consolidated Party to contract, without the prior written consent of FHIcreate, create incur, assume or permit to exist any Lien with respect to any property or assets of its Property, whether now owned or hereafter acquired by itafter acquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptexcept for: (1a) Liens in favor of the FHI created pursuant Agent to secure the requirements of this Agreement, or otherwiseCredit Party Obligations; (2b) (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, 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 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 deposit with any governmental agency required 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 permitted pursuant to qualify the Company to conduct business customary reservations or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits retentions of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit 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 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 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); (3d) Liens (other than Liens created or imposed under ERISA) incurred or deposits made by any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising Consolidated Party in the ordinary course of business for amounts not yet due in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of which adequate reserves have been established, or deposits made to obtain the release of such Liensborrowed money); (4e) 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, licensesrights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or minor encumbrances on or over any real property which do not, in any material respect, impairing the judgment use of the FHI, materially detract from the value 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 property Person permitted under Section 8.1(c), provided that any such Lien attaches to such Property concurrently with or its marketability within 90 days after the acquisition thereof; (h) leases or its usefulness subleases granted to others not interfering in any material respect with the business of the Companyany Consolidated Party; (5i) any interest of title of a lessor under, and Liens for taxes and governmental charges which are not yet due arising from UCC financing statements (or which are being contested equivalent filings, registrations or agreements in good faith and foreign jurisdictions) relating to, leases permitted by appropriate proceedings and for which appropriate reserves have been establishedthis Credit Agreement; (6j) Liens 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 items in the course of collection; (m) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (n) Liens existing as of the Closing Date as set forth or as contemplated on Schedule 8.2; provided that no such Lien shall at any time be extended to or cover any Property other than the Property subject thereto on the Closing Date (other than in connection with the collateral substitution provisions contained in the 2001-A Term Securitization Documents); (o) Liens on property owned by USRP (Xxx), LLC, USRP (Hawaii), LLC and/or Fuel Supply, Inc. created by or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedconnection with the Hawaii Loan Documents; and (7p) those specific Liens now existing (if any) securing Indebtedness described on Schedule 5.02(b)(7) attached to this Agreement, if anyin Section 8.1(h)(ii).

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) (i) Liens in favor of the FHI created pursuant to any Loan Document, (ii) Liens securing the requirements of this Indebtedness permitted under Section 7.03(b)(i); provided that, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to the First Lien Intercreditor Agreement or other Acceptable Intercreditor Agreement and (iii) Liens securing the Indebtedness permitted under Section 7.03(b)(iii); provided that, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to the ABL Intercreditor Agreement or other Acceptable Intercreditor Agreement, or otherwise; (2b) Liens existing on the date hereof securing Indebtedness or other obligations (x) with an individual value not in excess of $5,000,000 or (y) listed on Schedule 7.01(b) and in each case of the foregoing clauses (x) and (y), any modifications, replacements, refinancings, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or deposit with any governmental agency required financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens (if such obligations constitute Indebtedness) is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03; (3c) any mechanic'sLiens for taxes, worker'sassessments or governmental charges (i) which are not overdue for a period of more than thirty (30) days, (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen's, carrier's, warehousemen's construction contractors or other like Liens arising in the ordinary course of business for (i) which secure amounts not yet due and overdue for the payment a period of which adequate reserves more than sixty (60) days or if more than sixty (60) days overdue, are unfiled (or if filed have been establisheddischarged or stayed) and no other action has been taken to enforce such Lien, or deposits made to obtain the release of such Liens; (4ii) easements, licenses, minor irregularities in title or minor encumbrances on or over any real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or (iii) with respect to which appropriate reserves the failure to make payment could not reasonably be expected to have been establisheda Material Adverse Effect; (6e) (i) pledges, deposits or Liens arising as a matter of law in the ordinary course of business in connection with workers’ compensation, payroll taxes, unemployment insurance, general liability or property insurance and/or other social security legislation; and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries; (f) Liens to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business and obligations in respect of letters of credit, bank guarantee or similar instruments that have been posted to support the same; (g) easements, rights-of-way, restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and any exception on the Mortgage Policies issued in connection with the Mortgaged Property; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens attach concurrently with or within two hundred seventy (270) days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses, in each case in the ordinary course of business (and Liens on the property covered thereby), which do not (i) interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items in the course of collection, (ii) in favor of a banking or other financial institution or entities and/or electronic payment service providers arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and which are within the general parameters customary in the banking industry and (iii) arising by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts or cash management arrangements; (m) Liens (i) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) [reserved]; (o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.13), in each case after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) any Indebtedness secured thereby is permitted under Section 7.03(f) and/or Section 7.03(r)(i); (p) any interest or title of a lessor or sublessor under leases or subleases entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (r) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (s) Liens arising from precautionary Uniform Commercial Code financing statement filings or any equivalent filings in respect of any leases; (t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (u) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property; (v) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; (w) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 7.01; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03; (x) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (y) Liens (i) on property of a Non-Loan Party securing Indebtedness that is permitted pursuant to Section 7.03 and (ii) on property of a Foreign Subsidiary securing obligations of such Foreign Subsidiary that are not Indebtedness; (z) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (aa) Liens securing obligations that arise in the ordinary or normal course of business and that do not constitute Indebtedness and that are not otherwise expressly contemplated by this Section 7.03; (bb) Liens securing Indebtedness permitted pursuant to Section 7.03(m); (cc) other Liens; provided that at the time of incurrence of the obligations secured thereby, the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause shall not exceed the greater of (x) $215,000,000 and (y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (dd) Liens securing Indebtedness or other obligations, provided that at the time of incurrence of the Indebtedness or other obligations secured thereby, in the case of (x) Liens securing Indebtedness or other obligations on the Collateral that are pari passu with the Lien on the Collateral securing the Obligations, the First Lien Leverage Ratio does not exceed 5.00:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 5.00:1.00 and the First Lien Leverage Ratio at the end of the most recently ended Test Period), (y) Liens securing Indebtedness or other obligations on the Collateral that are junior to the Lien on the Collateral securing the Obligations, the Secured Leverage Ratio does not exceed 5.25:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 5.25:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period) and (z) Liens securing Indebtedness or other obligations on assets that are not Collateral, the Total Leverage Ratio does not exceed 8.25:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 8.25:1.00 and the Total Leverage Ratio at the end of the most recently ended Test Period), in each case, calculated on a Pro Forma Basis, including the application of the proceeds thereof, as of the last day of the most recently ended Test Period; (ee) Liens securing (i) Indebtedness permitted under Section 7.03(r), Section 7.03(s), 7.03(t), Section 7.03(w) and Section 7.03(y), in each case, to the extent contemplated by, and subject to the limitations set forth in such provisions; provided that, to the extent such Lien is on the Collateral, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to an Acceptable Intercreditor Agreement pursuant to the terms thereof; (ff) with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by Law; (gg) [reserved]; (hh) [reserved]; (ii) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other actions or resulting claims pertaining to the same or related matters or other medical reimbursement programs; (jj) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that, such satisfaction or discharge is permitted hereunder; (kk) receipt of progress payments and advances from any litigation customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (ll) Liens on cash or legal proceeding which is being contested permitted Investments securing Swap Contracts in good faith the ordinary course of business submitted for clearing in accordance with applicable requirements of Law and Liens on receivables and related assets arising in connection with a Qualified Securitization Financing; (mm) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (nn) Liens on Equity Interests of Unrestricted Subsidiaries; (oo) Liens arising as a result of a Permitted Sale Leaseback or other sale-leaseback permitted by appropriate proceedings and for which appropriate reserves have been establishedSection 7.05; and (7pp) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached proceeds of Indebtedness held in Escrow for so long as the proceeds thereof are and continue to be held in Escrow. For purposes of determining compliance with this AgreementSection 7.01, if anyany Lien (or a portion thereof) would be permitted pursuant to one or more provisions described above, the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction any financing statement that names such Credit Party or any of its rightsSubsidiaries as debtor, title and interests in and or sign or suffer to exist any security agreement or other document or instrument authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following (“Permitted Liens”): (a) Liens pursuant to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseLoan Document; (2b) Liens existing on the date hereof and listed on Schedule 4.8(b) and any renewals or extensions thereof; provided, that (i) the property covered thereby is not changed, (ii) the amount of the obligations secured by such Liens is not increased, (iii) none of the Credit Parties or their Subsidiaries shall become a new direct or contingent obligor with respect to the obligations secured by such Liens unless otherwise permitted by this Agreement and (iv) any Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 6.2(c)(ii); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business with respect to sums that are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is 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; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which either exist as of the Closing Date or, 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 which appropriate reserves have been establishedthe payment of money not constituting an Event of Default under subsection 7.1(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under subsection 6.2(c)(iv) or (vi); 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) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capital Leases; (j) Liens existing on any specific fixed asset at the time of its acquisition thereof by the Borrower or any Subsidiary thereof or existing on property or assets of a Person (other than any Stock and Stock Equivalents in any Person) at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or any Subsidiary Guarantor; provided, that any such Lien was not created in contemplation of such acquisition, merger, consolidation or investment and does not extend to any assets other than the asset acquired by the Borrower or such Subsidiary of the Borrower or the assets of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; and provided, further, that any Indebtedness or other obligations secured by such Liens shall otherwise be permitted under Section 6.2; (k) banker’s liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or its Subsidiaries; (l) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business; provided, that the same (i) do not in any material respect interfere with the business of the Borrower or its Subsidiaries or materially detract from the value of the relative assets of the Borrower or its Subsidiaries and (ii) are subject and subordinate to any Lien on such assets pursuant to the Collateral Documents; (m) licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the ordinary course of business; provided, that the same (i) do not in any material respect interfere with the business of the Borrower or its Subsidiaries or materially detract from the value of the relative assets of the Borrower or its Subsidiaries and (ii) are subject and subordinate to any Lien on such assets pursuant to the Collateral Documents; (n) precautionary filings of financing statements under the Uniform Commercial Code of any applicable jurisdictions in respect of operating leases entered into by the Borrower or its Subsidiaries in the ordinary course of business; and (7o) those specific other Liens now existing (if any) described on Schedule 5.02(b)(7) attached securing obligations outstanding in an aggregate amount not to this Agreementexceed $500,000; provided, if anythat no such Lien may be granted when any payment Default or any Event of Default shall have occurred and be continuing.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and except for the following (the “Permitted Liens”): (a) Liens pursuant to any real estate, whether leased Loan Document or owned, except: (1) Liens otherwise in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseLender; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.02(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are Taxes not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) Statutory Liens created by such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or resulting from any litigation other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that a reserve or other appropriate reserves provision shall have been establishedmade therefor; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) Liens incurred or deposits made to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition. (j) (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 the Loan Parties or (ii) the rights reserved or vested in any Person by the terms of any lease, 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 arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of setoff or similar rights and remedies as to deposit accounts or to other funds maintained with a depository institution; (l) 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; (m) filing of UCC financing statements solely as a precautionary measure in connection with operating leases; (n) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC covering only the items being collected upon; (o) good faith deposits required in connection with any investment transaction permitted under Section 7.03; and (7p) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreementthe extent constituting a Lien, if anyescrow arrangements securing indemnification obligations associated any investment transaction permitted under Section 7.03.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property or assets of its Property, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the Closing Date and listed on Schedule 7.01 and any Lien renewals or deposit with extensions thereof, provided that the Property covered thereby is not increased and any governmental agency required renewal or extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens (other than Liens imposed under ERISA) for taxes and taxes, assessments or governmental charges which are or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 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 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 for which appropriate adequate reserves determined in accordance with GAAP have been established; (6e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) 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 any material respect with the business of any 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) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (k) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions holding such deposits; (l) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (m) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying (i) Governmental Reimbursement Program Costs and (ii) other actions or resulting from any litigation claims pertaining to the same or legal proceeding which is being contested related matters or other Medical Reimbursement Programs, provided that the Borrower, in good faith and by appropriate proceedings and each case, shall have established adequate reserves for which appropriate reserves have been establishedsuch claims or actions; and (7n) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreement, if anysecuring judgments for the payment of money not constituting an Event of Default under Section 9.01(h).

Liens. The Company Borrower shall not, without the prior written consent of FHIand shall not permit any Material Subsidiary to, create create, incur, assume or permit suffer to exist any Lien with respect to upon, in or against, or pledge of, any property of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired by itacquired, includingexcept the following (collectively, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, except: “Permitted Liens”): (1a) Liens arising in favor of the FHI created pursuant to the requirements of this AgreementAgent, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment benefit of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; Lenders; (5b) Liens imposed by law for taxes and governmental taxes, assessments or charges which are of any Governmental Authority for claims not yet due or which are being contested in good faith and by appropriate proceedings and 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, carriers, warehousemen, mechanics and/or materialmen, and other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due or which appropriate reserves have been established; (6) Liens created by or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings and 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; (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 benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations which are not delinquent for more than ninety (90) days or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been establishedor other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Required Lenders in their reasonable discretion; and (7e) those specific Liens now existing securing the purchase or lease of equipment provided that such Liens are granted only on such equipment so purchased or leased and secure an amount of Indebtedness not to exceed the purchase price thereof; (if anyf) described Liens securing the Pre-Petition Obligations and any adequate protection Liens granted pursuant to the Interim Financing Order, and (g) Liens set forth on Schedule 5.02(b)(7) 7.2 attached to this Agreement, if anyhereto securing Indebtedness set forth on Schedule 5.14 attached hereto.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit to exist any Lien with respect to upon (I) any of its property or assets upon the Equity Interests of any Subsidiary, whether now owned or hereafter acquired by itacquired, including, without limitation securing any Indebtedness owing to PAA or any of its rightsAffiliates, title and interests in and to or (II) any real estateof its Principal Property or upon the Equity Interests of any Subsidiary (other than Unrestricted Subsidiaries), whether leased now owned or ownedhereafter acquired, exceptother than the following: (1a) Liens in favor (i) pursuant to any Loan Document or securing any of the FHI created Obligations and (ii) if required in connection with the foregoing, on a pari-passu basis, any Swap Contracts with Lenders or their Affiliates; (b) Liens pursuant to the requirements of this AgreementPine Prairie Lease and extensions, or otherwiserenewals and replacements thereof; (2c) any Lien Liens for taxes, assessments and levies not yet delinquent or deposit which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with any governmental agency required or permitted to qualify respect thereto are maintained on the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain books of the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge applicable Person in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessaccordance with GAAP; (3d) any mechanic'scarriers’, worker'swarehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings and for which appropriate proceedings, if necessary, diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation (other than any Lien imposed by ERISA), or to secure letters of credit issued with respect thereto; (f) deposits to secure the performance of bids, trade contracts, leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (or to secure letters of credit issued in connection therewith); (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property or minor imperfections in title thereto which, in the aggregate, are not material 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) inchoate Liens in respect of pending litigation, or Liens securing judgments for the payment of money (or securing letters of credit, appeal or other surety bonds related to such judgments) not constituting an Event of Default 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 excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System or pursuant to the Security Documents, and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to the depository 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 and all other contracts or agreements covering, arising out, used or 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 handling of any oil and gas property of any Loan Party; (k) Liens in respect of operating leases; (l) Liens securing 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 representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such property or asset, (ii) no such Lien shall extend to or cover any property or asset other than the property or asset so acquired (or constructed), and any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in whole or part, of the foregoing, and (iii) such Lien shall not secure any additional Indebtedness and obligations; (m) rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or resulting from permit, or by any litigation provision of Law, to revoke or legal proceeding which is being contested terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (n) rights reserved to or vested by Law in good faith any Governmental Authority to in any manner, control or regulate in any manner any of the properties of any Restricted Person or the use thereof or the rights and by appropriate proceedings interests of any Restricted Person therein, in any manner under any and for which appropriate reserves have been establishedall Laws; (o) rights 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-of-way agreements, contracts or other agreements therewith; and (7p) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached otherwise not permitted herein which secure obligations in an aggregate principal amount not to this Agreement, if anyexceed at any time outstanding 10% of Borrower’s Consolidated Tangible Net Worth.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property or assets of its Property, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the Closing Date and listed on Schedule 7.01 and any Lien renewals or deposit with extensions thereof, provided that the Property covered thereby is not increased and any governmental agency required renewal or extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03(b) ; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens (other than Liens imposed under ERISA) for taxes and taxes, assessments or governmental charges which are or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) 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, (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 for which appropriate adequate reserves determined in accordance with GAAP have been established; (6e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, zoning restrictions and other similar encumbrances affecting Real Property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value or marketability of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens created 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 proceeds thereof, (ii) the Indebtedness secured thereby does not exceed the cost or resulting 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; (i) leases, licenses or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary; (j) any interest of title of a lessor under, and Liens arising from any litigation precautionary UCC financing statements (or legal proceeding which is being contested equivalent filings, registrations or agreements in good faith foreign jurisdictions) solely evidencing such lessor’s interest under, leases permitted by this Agreement; (k) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02 ; (l) normal and by appropriate proceedings and for which appropriate reserves have been establishedcustomary rights of setoff upon deposits of cash in favor of banks or other depository institutions holding such deposits; (m) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (n) judgment liens in respect of judgments that either individually or in the aggregate do not constitute an Event of Default under Section 9.01(h) ; and (7o) those specific Liens now any Lien (i) existing on property of a 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 (if anyii) described existing on Schedule 5.02(b)(7any 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, (x) attached 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, (y) such Lien shall extend solely to this Agreementthe property so acquired or in the case of an acquisition of a Subsidiary, if anythe assets of the Subsidiary and (z) such Lien shall not secure an amount of Indebtedness in excess of the amount referenced in Section 7.03(i) .

Liens. The Company shall notCreate, without the prior written consent of FHI, create incur or permit suffer to exist any Lien with respect to on any property of the assets, rights, revenues or assets property, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired by itacquired, includingof Borrower or any Subsidiary, without limitation any of its rightsother than the following (collectively, title and interests in and to any real estate, whether leased or owned, except:the “Permitted Liens”): (1i) Liens for taxes not delinquent or for taxes being contested in favor of the FHI created pursuant good faith by appropriate proceedings and as to the requirements of this Agreement, or otherwisewhich adequate financial reserves have been established on its books and records; (2ii) Liens (other than any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising imposed by ERISA) created and maintained in the ordinary course of businessbusiness which are not material in the aggregate, and which would not constitute or result in a Material Adverse Event, and which constitute (A) 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 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 due, and (D) pledges or deposits to secure public or statutory obligations of Borrower or a Subsidiary, or surety, customs or appeal bonds to which Borrower or a Subsidiary is a party; (3iii) Liens affecting real property owned by Borrower or any mechanic'sSubsidiary which constitute minor survey exceptions or defects or irregularities in title, worker'sminor encumbrances, repairmen'seasements or reservations of, carrier'sor rights of others for, warehousemen's rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other like Liens arising 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 amounts an amount not yet due and for in excess of the payment of which adequate reserves have been established, or deposits made original amount subject to obtain the release of such LiensLien; (4v) easementsLiens arising out of judgments 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, licenseshowever, minor irregularities in title that the aggregate amount of judgments or minor encumbrances on or over 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 property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Companytime outstanding; (5vi) Liens for taxes on or upon any property existing at the time of acquisition thereof by any Borrower or any Subsidiary; provided, however, that no such Lien shall (A) extend to or cover any other property, and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves (B) have been establishedcreated in contemplation or as a result of such acquisition by the Borrower or such Subsidiary; (6vii) Liens created on or upon any property of a Person existing at the time such Person shall be merged into or acquired by the Borrower or resulting from any litigation Subsidiary pursuant to Section 7.02(f); provided, however, that no such Lien shall (A) extend to or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves cover any other property of any Borrower or such Subsidiary, (B) have been establishedcreated 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; (viii) 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 Borrower or a Subsidiary; (ix) 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 (7x) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to created under this Agreement, if any.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist exist, any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the date hereof and listed on SCHEDULE 7.01 and any Lien renewals or deposit with extensions thereof, PROVIDED that the property covered thereby is not increased and any governmental agency required renewal or permitted to qualify extension of the Company to conduct business obligations secured or exercise any privilege, franchise or licensebenefited thereby is not prohibited by SECTION 7.03, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensationif so prohibited, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessis permitted by SECTION 7.03(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate proceedings, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which appropriate proceedings, if adequate reserves have been established; andwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (7e) those specific Liens now existing incurred or pledges or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (if anyf) described Liens incurred or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar charges or encumbrances which, in each case are granted, entered into or created in the ordinary course of business of such Person; (h) attachments or Liens securing judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (except to the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of more than 60 consecutive days during which execution is not effectively stayed; (i) Liens pursuant to any Mortgage or Mortgage Note Agreement or any "Security Document", as that term is defined in the Mortgage Note Agreement; (j) Liens on Schedule 5.02(b)(7property not covered by any Mortgage securing obligations under Swap Contracts not exceeding at any time an aggregate amount for all such Liens equal to one percent (1%) attached to this Agreementof Net Tangible Assets; (k) Liens on (A) property or shares of equity interests of another Person at the time such other Person becomes a Subsidiary, or (B) property at the time any Loan Party or Subsidiary acquires such property, including any acquisition by means of merger or consolidation with or into such Loan Party or Subsidiary which is permitted by SECTION 7.04; PROVIDED (i) such Liens were not created in contemplation of the acquisition of such Person or such property, (ii) such resultant Subsidiary, if anyit constitutes a Material Subsidiary, delivers, substantially contemporaneous with its acquisition, a Guarantee and other instruments and documents required to be delivered pursuant to SECTION 6.13, (iii) such Liens do not encumber property other than property owned by such Material Subsidiary or the property then acquired, at the time of its acquisition, (iv) the aggregate amount of Indebtedness secured thereby is permitted to be created, incurred, assumed or permitted to exist pursuant to SECTION 7.03, and (v) the MLP shall have demonstrated in writing to the reasonable satisfaction of the Required Lenders that the secured Indebtedness created, incurred, assumed or permitted to exist referred to the preceding clause (iv) was permitted pursuant to SECTION 7.03; (l) Liens on property or assets of any Subsidiary (other than a Borrower) securing Indebtedness of such Subsidiary owing to a Borrower or a Guarantor; PROVIDED that the Operating Partnership may create Liens to secure any Indebtedness owed to the MLP. (m) other Liens PROVIDED that notwithstanding the foregoing, in no event will the aggregate amount of Indebtedness secured thereby exceed at any time an amount equal to 1% of Net Tangible Assets.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, includingother than the following Liens (herein referred to as “Permitted Liens”): (a) Liens (i) securing Indebtedness in respect of the Senior Secured Notes, without limitation any to the extent permitted pursuant to Section 7.02(c)(i); provided that such Liens shall be subject to the provisions of its rights, title the Intercreditor Agreement; and interests in and (ii) pursuant to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseLoan Document; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5b) Liens for taxes and taxes, assessments or governmental charges which are levies not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6c) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors’ or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 60 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been established; andwith respect thereto are maintained on the books of the applicable Person; (7d) those specific Liens now (including pledges or deposits) in connection with workers’ compensation, unemployment insurance and other social security legislation or letters of credit 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, stay and appeal bonds, performance bonds, governmental contracts and other obligations of a like nature or letters of credit or guarantees issued in respect thereof, in each case incurred in the ordinary course of business; (f) (i) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, licenses, covenants and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and (ii) other Liens or matters approved by the Administrative Agent in any policy of title insurance issued in connection with the Mortgages; (g) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (h) Liens 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 of the property being acquired on the date of acquisition; (i) Liens existing (if any) described on the date hereof and listed on Schedule 5.02(b)(77.01 and any renewals or extensions thereof; provided that (i) attached 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 or subleases entered into in the ordinary course of business granted to this Agreementothers 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, if anyrights 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; (n) Liens on insurance policies and the proceeds thereof securing the financing of the insurance premiums in respect thereto; (o) Liens incurred with Guarantee Obligations permitted pursuant to Section 7.02(e); (p) Liens arising out of consignment or similar arrangements for the sale of goods through third parties in the ordinary course of business; (q) other Liens securing obligations outstanding not to exceed $750,000 in the aggregate.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, includingor sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names any Loan Party as debtor, without limitation or assign any of its rightsaccounts or other right to receive income, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of securing the FHI created Obligations pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the Closing Date and described on Schedule 7.01 and any Lien granted as a replacement or deposit with substitute therefor; provided that any governmental agency required such replacement or substitute Lien (i) except as permitted to qualify by Section 7.02(d), does not secure an aggregate amount of Indebtedness or other obligations, if any, greater than that secured on the Company to conduct business or exercise Closing Date and (ii) does not encumber any privilege, franchise or license, or to maintain self-insurance or to obtain property other than the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in property subject thereto on the ordinary course of businessClosing Date; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, covenants 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 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 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 connection 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 entered into in the ordinary course of such Loan Party’s business so long as such Leases do not (i) individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Loan Party or (ii) secure any Indebtedness; (m) 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 business 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 appropriate reserves have been establishedsuch 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 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 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 the Collateral Documents and subordinated on terms and subject to documentation reasonably satisfactory to the Administrative 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 (7u) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to not otherwise permitted under this Agreement, if anySection 7.01 securing obligations that do not in the aggregate exceed $5,000,000 at any time outstanding.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its rightsSubsidiaries as debtor, title and interests in and or sign or suffer to exist any real estatesecurity agreement authorizing any secured party thereunder to file such financing statement, whether leased or ownedassign any accounts or other right to receive income, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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 Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.02(e); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and for other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) (i) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances or title defects which appropriate reserves do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, and (ii) Permitted Encumbrances; provided further, that if a Loan Party or any Subsidiary is permitted to create or suffer any of the Permitted Liens described in this Section 7.01(g) that have been establishedor will be recorded against the applicable property after the date hereof, the Administrative Agent shall subordinate the lien of the mortgage to such Permitted Lien, promptly after any such written request by a Loan Party or Subsidiary, as applicable; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 7.02(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 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 (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any Collateral or assets other than the assets 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 Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or 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 consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary and the obligations secured thereby are permitted under Section 7.02(g); (k) (i) Liens 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 Borrower or any other Subsidiary; (i) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases 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 process, created in the ordinary course of business in favor of a 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 (7o) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached any segregated and identifiable proceeds of any assets subject to a Lien permitted by the foregoing clauses of this Agreement, if anySection 7.01 to the extent the documents governing such Liens expressly provide therefor or such Liens arise as a matter of law.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired acquired, other than the following: (a) [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 itSection 10.3(a)(iv), includingand (iii) the direct or any contingent obligor with respect thereto is not changed, without limitation 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, 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 overdue, or which are being contested in good faith by appropriate proceedings diligently conducted; (d) inchoate Liens and 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 rights, title and interests in and to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseRestricted Subsidiaries; (2e) any Lien pledges and deposits to secure the performance of bids, tenders, trade or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilegegovernment contracts and leases (other than for Indebtedness), franchise or licenselicenses, or to maintain self-insurance or to obtain the benefits statutory obligations, surety bonds, performance bonds, completion bonds and other obligations of or secure obligations under any law pertaining to worker's compensationa like kind, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising each case incurred in the ordinary course of business; (3f) easements, servitudes, rights-of-way and other rights, exceptions, reservations, conditions, limitations, covenants and other restrictions that do not materially interfere with the operation, value or use of the properties affected thereby; (g) any mechanic'sLien on any asset (including a capital lease) securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, worker's, repairmen's, carrier's, warehousemen's provided that such Lien attaches to such asset concurrently with or other like within 180 days after the acquisition thereof; (h) Liens arising in the ordinary course of business for amounts not yet due and securing judgments for the payment of which adequate reserves have been established, money not constituting an Event of Default under Section 11(g) or deposits made appeal or surety bonds related to obtain the release of such Liensjudgments; (4i) easementsLiens 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 contemplation of or in connection with such Person becoming a Restricted Subsidiary, licenses(ii) such Lien shall not apply to any other property or assets of the MLP, minor irregularities 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 minor encumbrances a portion of such Person’s rights, titles and interests in and to all or a portion of such property; (k) any Lien consisting of (i) landlord’s liens under leases to which the MLP, the Issuer or any of its Restricted Subsidiaries is a party or other Liens on leased property reserved in leases thereof for rent or over for compliance with the terms of such leases (other than Liens securing Indebtedness), (ii) rights reserved to or vested in any real municipality or governmental, statutory or public authority to control or regulate any property which do not, in the judgment of the FHIMLP, the Issuer or any of its Restricted Subsidiaries, or to use such property in any manner which does not materially detract from impair the value use of such property for the purposes for which it is held by the MLP, the Issuer or its marketability any such Restricted Subsidiary, (iii) obligations or its usefulness duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in the business of the Companyany governmental authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, and (iv) zoning laws and ordinances and municipal regulations; (5l) Liens for taxes on the Equity Interests in, or Indebtedness or other obligations of, an Unrestricted Subsidiary securing the payment of a Project Financing or securing Equity Contribution Obligations as permitted by paragraphs (a)(i) and governmental charges which are not yet due or which are being contested (a)(iii) of the definition of “Non-Recourse” set forth in good faith and by appropriate proceedings and for which appropriate reserves have been establishedSchedule B; (6m) Liens created that ratably secure the Notes and other Indebtedness, subject to customary collateral trust or similar arrangements and execution by the Purchasers (or resulting from any litigation or legal proceeding which is being contested in good faith their agent) and by the other necessary parties of appropriate proceedings and for which appropriate reserves have been establisheddocumentation governing such arrangement; and (7n) those specific Liens now existing securing Indebtedness in an aggregate principal amount not to exceed, at the time of incurrence of such Indebtedness, an amount equal to 10% of Consolidated Net Tangible Assets as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b). Liens permitted by this Section 10.1 may also extend to products and proceeds (if anyincluding dividends, distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar proceeds) described on Schedule 5.02(b)(7) attached of, and property evidencing or embodying, or constituting rights or other general intangibles directly relating to this Agreementor arising out of, if anyand accessions and improvements to, such property subject to such Liens.

Liens. The Company shall notNo Credit Party or Subsidiary will create, without the prior written consent of FHIincur, create assume or permit to exist any Lien with respect to in favor of any property other Person on any Property or assets asset now owned or hereafter acquired by it, includingor assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, except:except (the following being called “Permitted Liens”): (1a) Liens in favor of created under the FHI created pursuant to the requirements of this Agreement, or otherwiseLoan Documents; (2b) any Lien on any property or deposit with asset of any governmental agency required Credit Party or permitted Subsidiary existing on the date hereof and set forth in Schedule 7.2(b); provided that (i) such Lien shall not apply to qualify any other property or asset of any Credit Party and (ii) such Lien shall secure only those obligations which it secures on the Company to conduct business or exercise any privilegedate hereof and extensions, franchise or license, or to maintain self-insurance or to obtain renewals and replacements thereof that do not increase the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessoutstanding principal amount thereof; (3c) Liens imposed by any mechanic'sGovernmental Authority for taxes, worker'sassessments or charges not yet due or (in the case of property taxes and assessments not exceeding $1,000,000 in the aggregate more than 90 days overdue) which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of any Credit Party or Subsidiary in accordance with GAAP; (d) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens, and vendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings and Liens securing judgments (including pre-judgment attachments) but only to the extent for which appropriate reserves have been establishedan amount and for a period not resulting in an Event of Default under Section 8.1(j) hereof; (6e) pledges or deposits under worker’s compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance agreements; (f) pledges and deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not, in the aggregate, materially detract from the value of the Property of any Credit Party or materially interfere with the ordinary conduct of the business of any Credit Party; (h) Liens consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law, and Liens on documents presented in letter of credit drawings; (i) Liens on tangible property, including real or personal property, acquired, constructed or improved by any Credit Party, provided that (A) such Liens secure Indebtedness (including Capital Lease Obligations) permitted by Section 7.1(g), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, and (D) such security interests shall not apply to any other property or assets of any Credit Party or Subsidiary; (j) the Liens created by or resulting from (i) the Empire Burbank Mortgage; provided that such Liens shall apply only to the Burbank Property and any litigation or legal proceeding which is being contested other property of Empire Burbank referred to in good faith such Mortgage on the date the Empire Burbank Loan was funded and (ii) the Empire Burbank Lease; (k) Uniform Commercial Code financing statement filings with respect to Property leased by appropriate proceedings and for which appropriate reserves have been establishedthe Credit Parties; (l) Assignments of uncollectible accounts receivable to collection agencies in the ordinary course of business; and (7m) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached any zoning or similar law or right reserved to this Agreementor vested in any Governmental Authority to control or regulate the use of any real property which does not result in, if anyor could not reasonably be expected to result in, a Material Adverse Effect.

Liens. The Company Obligors shall not, without the prior written consent and shall not permit any of FHItheir Subsidiaries to, create create, incur, assume or permit to exist any Lien on any property now owned by it or such Subsidiary, except for the following: (a) Liens securing the Obligations; (b) any Lien on any property or asset of any Obligor or any of its Subsidiaries existing on the Closing Date and set forth on Schedule 7.13; provided that (i) no such Lien shall extend to any other property or asset of any Obligor or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(e) (including any Permitted Refinancings thereof); provided that such Liens are restricted solely to the collateral permitted to be secured pursuant to Section 9.01(e); (d) Liens imposed by any applicable Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s, lessor’s and mechanics’ liens and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of any Obligor or any of its Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; (e) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required GAAP shall have been made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries; (h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property or assets now owned or hereafter acquired by it, including, without limitation any the original owner of its rights, title and interests in and to any such real estate, whether leased or owned, except: (1) Liens in favor of the FHI created property pursuant to the requirements applicable Law; (iii) rights of this Agreementexpropriation, access or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, user or any similar lien right conferred or deposit arising reserved by or in any applicable Law, which, in the aggregate for clauses (i), (ii) and (iii) above, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors or their Subsidiaries; and (iv) leases or subleases in the ordinary course of business; (3i) Liens securing Indebtedness permitted under Section 9.01(g); provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition, (ii) such Lien shall not apply to any other property or assets of any Obligor or any of its Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, and (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (j) bankers’ liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (k) (i) licenses permitted pursuant to Section 9.18 and (ii) any mechanic'sordinary course interest or title of a licensor, worker'ssublicensor, repairmen'scollaborator, carrier'slessor or sublessor with respect to any assets under any inbound license, warehousemen's collaboration agreement or other like lease agreement permitted pursuant to Section 9.18; (l) cash collateral accounts serving as collateral in connection with Indebtedness permitted pursuant to Section 9.01(n) in an amount up to 105% of such Indebtedness; (m) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11.01(i); (n) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition; (o) Liens in favor of customs and revenue authorities arising as a matter of Law which secure payment of customs duties in connection with the importations of goods in the ordinary course of business; (p) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases for personal property entered into in the ordinary course of business; (q) Liens securing Indebtedness permitted by Section 9.01(p) so long as such Liens are subject to the Intercreditor Agreement; (r) pledges or deposits made in the ordinary course of business for amounts not yet due and for the payment in connection with obligations in respect of which adequate reserves have been established(i) surety or appeal bonds, bid or performance bonds, or deposits made other obligations of a like nature to obtain the release of such Liens; extent permitted pursuant to Section 9.01(o) and (4ii) easements, licenses, minor irregularities in title or minor encumbrances on or over any real property which do not, leases in the judgment ordinary course of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; (6) Liens created by or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedbusiness; and (7s) those specific Liens now existing consisting of Permitted Licenses. Any term or provision of this Agreement to the contrary notwithstanding no Lien otherwise permitted under any of the foregoing clauses (if anyb) described on Schedule 5.02(b)(7through (s) attached (other than pursuant to this Agreement, if anyclause (m) above and other non-consensual Permitted Liens) shall apply to any Material Intellectual Property or any Equity Interests of any Person that owns Material Intellectual Property.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) (i) Liens in favor of the FHI created pursuant to any Loan Document, (ii) Liens securing the requirements of this Indebtedness permitted under Section 7.03(b)(i); provided that, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to the First Lien Intercreditor Agreement or other Acceptable Intercreditor Agreement and (iii) Liens securing the Indebtedness permitted under Section 7.03(b)(iii); provided that, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to the ABL Intercreditor Agreement or other Acceptable Intercreditor Agreement, or otherwise; (2b) Liens existing on the date hereof securing Indebtedness or other obligations (x) with an individual value not in excess of $5,000,000 or (y) listed on Schedule 7.01(b) and in each case of the foregoing clauses (x) and (y), any modifications, replacements, refinancings, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or deposit with any governmental agency required financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens (if such obligations constitute Indebtedness) is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03; (3c) any mechanic'sLiens for taxes, worker'sassessments or governmental charges (i) which are not overdue for a period of more than thirty (30) days, (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen's, carrier's, warehousemen's construction contractors or other like Liens arising in the ordinary course of business for (i) which secure amounts not yet due and overdue for the payment a period of which adequate reserves more than sixty (60) days or if more than sixty (60) days overdue, are unfiled (or if filed have been establisheddischarged or stayed) and no other action has been taken to enforce such Lien, or deposits made to obtain the release of such Liens; (4ii) easements, licenses, minor irregularities in title or minor encumbrances on or over any real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or (iii) with respect to which appropriate reserves the failure to make payment could not reasonably be expected to have been establisheda Material Adverse Effect; (6i) pledges, deposits or Liens arising as a matter of law in the ordinary course of business in connection with workers’ compensation, payroll taxes, unemployment insurance, general liability or property insurance and/or other social security legislation; and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries; (f) Liens to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business and obligations in respect of letters of credit, bank guarantee or similar instruments that have been posted to support the same; (g) easements, rights-of-way, restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, and any exception on the Mortgage Policies issued in connection with the Mortgaged Property; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens attach concurrently with or within two hundred seventy (270) days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses, in each case in the ordinary course of business (and Liens on the property covered thereby), which do not (i) interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items in the course of collection, (ii) in favor of a banking or other financial institution or entities and/or electronic payment service providers arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and which are within the general parameters customary in the banking industry and (iii) arising by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts or cash management arrangements; (m) Liens (i) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) [reserved]; (o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.13), in each case after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) any Indebtedness secured thereby is permitted under Section 7.03(f) and/or Section 7.03(r)(i); (p) any interest or title of a lessor or sublessor under leases or subleases entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (r) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (s) Liens arising from precautionary Uniform Commercial Code financing statement filings or any equivalent filings in respect of any leases; (t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (u) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property; (v) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; (w) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 7.01; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03; (x) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (y) Liens (i) on property of a Non-Loan Party securing Indebtedness that is permitted pursuant to Section 7.03 and (ii) on property of a Foreign Subsidiary securing obligations of such Foreign Subsidiary that are not Indebtedness; (z) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (aa) Liens securing obligations that arise in the ordinary or normal course of business and that do not constitute Indebtedness and that are not otherwise expressly contemplated by this Section 7.03; (bb) Liens securing Indebtedness permitted pursuant to Section 7.03(m); (cc) other Liens; provided that at the time of incurrence of the obligations secured thereby, the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause shall not exceed the greater of (x) $215,000,000 and (y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (dd) Liens securing Indebtedness or other obligations, provided that at the time of incurrence of the Indebtedness or other obligations secured thereby, in the case of (x) Liens securing Indebtedness or other obligations on the Collateral that are pari passu with the Lien on the Collateral securing the Obligations, the First Lien Leverage Ratio does not exceed 5.00:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 5.00:1.00 and the First Lien Leverage Ratio at the end of the most recently ended Test Period), (y) Liens securing Indebtedness or other obligations on the Collateral that are junior to the Lien on the Collateral securing the Obligations, the Secured Leverage Ratio does not exceed 5.25:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 5.25:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period) and (z) Liens securing Indebtedness or other obligations on assets that are not Collateral, the Total Leverage Ratio does not exceed 8.25:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 8.25:1.00 and the Total Leverage Ratio at the end of the most recently ended Test Period), in each case, calculated on a Pro Forma Basis, including the application of the proceeds thereof, as of the last day of the most recently ended Test Period; (ee) Liens securing (i) Indebtedness permitted under Section 7.03(r), Section 7.03(s), 7.03(t), Section 7.03(w) and Section 7.03(y), in each case, to the extent contemplated by, and subject to the limitations set forth in such provisions; provided that, to the extent such Lien is on the Collateral, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to an Acceptable Intercreditor Agreement pursuant to the terms thereof; (ff) with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by Xxx; (gg) [reserved]; (hh) [reserved]; (ii) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other actions or resulting claims pertaining to the same or related matters or other medical reimbursement programs; (jj) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that, such satisfaction or discharge is permitted hereunder; (kk) receipt of progress payments and advances from any litigation customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (ll) Liens on cash or legal proceeding which is being contested permitted Investments securing Swap Contracts in good faith the ordinary course of business submitted for clearing in accordance with applicable requirements of Law and Liens on receivables and related assets arising in connection with a Qualified Securitization Financing; (mm) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (nn) Liens on Equity Interests of Unrestricted Subsidiaries; (oo) Liens arising as a result of a Permitted Sale Leaseback or other sale-leaseback permitted by appropriate proceedings and for which appropriate reserves have been establishedSection 7.05; and (7pp) those specific Liens now existing (if any) described Xxxxx on Schedule 5.02(b)(7) attached proceeds of Indebtedness held in Escrow for so long as the proceeds thereof are and continue to be held in Escrow. For purposes of determining compliance with this AgreementSection 7.01, if anyany Lien (or a portion thereof) would be permitted pursuant to one or more provisions described above, the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and except for the following (the “Permitted Liens”): (a) Liens pursuant to any real estate, whether leased or owned, except: (1) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseLoan Document; (2b) 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(g), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any Lien renewal or deposit extension of the obligations secured or benefited thereby is permitted by Section 7.02(h); (c) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable (other than under ERISA) or delinquent and Liens (other than Liens under ERISA) for taxes, assessments or governmental charges or levies which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with any governmental agency required or permitted to qualify respect thereto are maintained on the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain books of the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge applicable Person in any legal or administrative proceedings, or any similar lien or deposit arising accordance with GAAP; (d) Liens created in the ordinary course of business;business and described in any of the following clauses: (3i) any mechanic'sStatutory Liens such as carriers’, worker'swarehousemen’s, mechanics’, materialmen’s, repairmen's, carrier's, warehousemen's ’s or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5) Liens for taxes and governmental charges which are not yet due overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person; (6ii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iii) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (iv) Liens created on deposits to secure liability for premiums to insurance carriers or securing insurance premium financing arrangements entered into in the ordinary course of business; (v) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods; (vi) Liens that are licenses of IP Rights granted by or resulting 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; provided that the Liens described in any such clause (A) do not materially detract from any litigation or legal proceeding which is the value of the property of the Loan Parties, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Loan Parties, taken as a whole and (B) if they secure obligations that are then due and unpaid, are being contested in good faith and by appropriate proceedings and for which appropriate adequate reserves have been establishedestablished in accordance with GAAP; (e) the filing of UCC financing statements in connection with operating leases or consignment of goods; (f) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and in connection with Investments not otherwise prohibited by this Agreement; provided that such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the ordinary course and in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing or otherwise; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (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 (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; (j) 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 a Borrower or any of its Subsidiaries with any Lender, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (k) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; (l) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased; (m) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (n) Liens on property of a Person existing at the time such Person is merged into or consolidated with a Loan Party or any Subsidiary of a Loan Party or becomes a Subsidiary of a Loan Party; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with a Loan Party or such Subsidiary or acquired by a Loan Party or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(f); (o) Any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; and (7p) those specific Liens now existing the replacement, extension or renewal of any Lien permitted by clause (if anyi) described on Schedule 5.02(b)(7above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) attached to this Agreement, if anyof the Indebtedness secured thereby.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Company or any of its rightsSubsidiaries as debtor, title and interests or assign any accounts or other right to receive income, or permit any provisions to exist in and any Contractual Obligation with respect to the Company, any Subsidiary or any real estateor personal property of the foregoing that provides for a Lien to be granted at a later date or upon the occurrence of an event, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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(d), (iii) the direct or any contingent obligor with respect thereto is not changed, (iv) any Lien renewal or deposit extension of the obligations secured or benefited thereby is permitted by Section 7.02(d) and (v) in no event shall the amount secured or benefited thereby exceed $2,000,000 with any governmental agency required or permitted respect to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits Liens on property of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessAJI; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and taxes, fees, assessments or other governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been established; andwith respect thereto are maintained on the books of the applicable Person; (7e) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this Agreementpledges or deposits in the ordinary course of business in connection with workers’ compensation, if any.unemployment insurance and other social security legislation, other than any Lien imposed by applicable Law, including ERISA or any Foreign Government Scheme or Arrangement;

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the date hereof and, if the aggregate amount of the liability secured thereby exceeds $25,000,000 for any individual item, listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not expanded (other than pursuant to provisions in the documentation governing such Liens on the date hereof which cover improvements and accessions or after-acquired property on customary terms), (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(a), and (iii) any Lien renewal or deposit with any governmental agency required extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.02(a); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) landlord's, carriers', warehousemen's, mechanics', materialmen's, repairmen's, construction or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 45 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) easements, trackage rights, leases (other than capital leases), licenses, rights-of-way, zoning and other restrictions and other similar encumbrances affecting real property which, in the aggregate, which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (f) Liens securing Indebtedness permitted under Section 7.02(b); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition or the relevant construction or improvement cost, as applicable; (g) any Lien existing on any property or asset prior to the acquisition thereof by Holdings or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of Holdings or any Subsidiary other than extensions and accessions thereto 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 by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing ; (h) Liens securing Indebtedness permitted under Section 7.02(f); provided that such Liens do not at any time encumber any assets of Holdings or any Subsidiary other than the assets, business, Equity Interests or Person acquired as described in such Section, including any Equity Interests or assets of any Foreign Subsidiary so acquired and any of its Subsidiaries, and including as applicable, the assets of any Foreign Subsidiary created to act as an acquisition vehicle for which appropriate reserves have been establishedthe relevant acquisition (provided that such acquisition vehicle does not hold other material assets of Holdings and its Subsidiaries other than the acquired assets or Subsidiaries); (i) pledges and deposits made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers' compensation, unemployment insurance and other social security laws or regulations; (j) pledges and deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, and other obligations of a like nature incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; and (7k) those specific (i) customary Liens now existing (if anyx) described relating to the establishment of deposit and securities accounts in each case in the ordinary course of the cash management of the Company and its Subsidiaries under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off), that are within the general parameters customary in the banking industry or arising pursuant to such banking institution's general terms and conditions or (y) relating to pooled deposit or sweep accounts of Holdings or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings and the Subsidiaries and (ii) Liens arising solely by virtue of any general banking conditions, statutory or common law provision relating to banker's liens, bankers' rights of set-off or similar rights; (l) licenses of intellectual property granted in the ordinary course of business; (m) Liens on Schedule 5.02(b)(7cash and cash equivalents in an aggregate amount not to exceed $250,000,000 securing obligations in respect of any Swap Agreement entered into by the Company or any Subsidiary in the ordinary course of business and not for speculative purposes; (n) attached Liens on Receivables Assets subject to this AgreementPermitted Receivables Financings; (o) Liens on any property or asset of a Subsidiary that is not a Guarantor securing Indebtedness of such Subsidiary to Holdings, if anythe Company or another Subsidiary, as applicable; and (p) Liens not permitted by clauses (a) through (o) so long as the aggregate amount of obligations secured thereby plus the aggregate principal amount (without duplication) of all Indebtedness incurred pursuant to Section 7.02(k) does not at any time exceed the greater of (x) $1,200,000,000 and (y) 15% of Consolidated Net Tangible Assets as appearing in the latest balance sheet pursuant to Section 6.01(a) or (b).

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the date hereof (i) that do not exceed $1 million or (ii) are listed on Schedule 7.01 and any Lien renewals or deposit with extensions thereof; provided that the property covered thereby is not increased and any governmental agency required renewal or extension of the obligations secured or benefited thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessby Section 7.03(b); (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate in the circumstances, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 60 days or resulting from any litigation or legal proceeding which is 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 to the extent required in accordance with GAAP; (e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation (other than any Lien imposed by ERISA) and deposits securing liability insurance carriers under insurance or self-insurance arrangements in the ordinary course of business; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property existing or incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property of the Borrower and its Subsidiaries taken as a whole or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for which appropriate reserves have been establishedthe payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal, supersedeas or surety bonds related to such judgments not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(d); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) Liens securing Indebtedness permitted under Section 7.03(j); (k) statutory rights of set-off arising in the ordinary course of business; (l) Liens existing on property at the time of acquisition thereof by the Borrower or any Subsidiary and not created in contemplation thereof; (m) Liens existing on property of a Subsidiary at the time such Subsidiary is merged or consolidated with or into, or acquired by, the Borrower or any Subsidiary or becomes a Subsidiary and not created in contemplation thereof; and (7n) those specific Liens now existing (if any) described in favor of banks which arise under Article 4 of the Uniform Commercial Code on Schedule 5.02(b)(7) attached to this Agreement, if anyitems in collection and documents relating thereto and the proceeds thereof.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation or authorize the filing under the Uniform Commercial Code of any jurisdiction of a financing statement that names the Borrower or any of its rightsSubsidiaries as debtor, title and interests in and or sign or suffer to exist any real estatesecurity agreement authorizing any secured party thereunder to file such financing statement, whether leased or ownedassign any accounts or other right to receive income, exceptother than the following: (1a) Liens in favor existing as of the FHI created pursuant to Closing Date, that are listed on Schedule 6.08(b) and any renewals or extensions thereof, provided that the requirements property covered thereby is not changed and the amount not increased or the direct or any contingent obligor changed and any renewal or extension of this Agreement, the obligations secured or otherwisebenefited thereby is permitted by Section 8.03(c)(B); (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5b) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is 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; (d) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (e) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) easements, rights-of-way, zoning restrictions, other restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (g) Liens securing judgments for which appropriate reserves have been establishedthe payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (h) Liens securing Indebtedness permitted under Section 8.03(c)(E); 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) with respect to capital leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such capital leases; (i) Liens on or transfers of accounts receivable and contracts, and instruments and other assets related thereto arising in connection with the sale of such accounts receivable pursuant to Section 8.05(g); (j) Liens securing Indebtedness permitted by Section 8.03(c)(H), provided that such Liens existed prior to such Person becoming a Subsidiary of the Borrower, were not created in anticipation thereof and do not extend to any assets other than those of such Subsidiary; (k) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $125,000,000; and (7l) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached to this AgreementLiens, if any, in favor of the L/C Issuer and/or the Swing Line Lender to Cash Collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations hereunder.

Liens. The Company Borrowers and the Subsidiary Guarantors shall not, without the prior written consent nor shall they permit any of FHItheir Subsidiaries to, create create, incur, assume or permit to exist any Lien on or with respect to any property or assets asset of any kind (including any document or instrument in respect of goods or accounts receivable) owned by it, whether now owned or hereafter acquired by itacquired, including, without limitation or any of its rights, title and interests in and to any real estate, whether leased income or ownedprofits therefrom, except: (1a) Liens in favor of the FHI created granted pursuant to the requirements of this AgreementLoan Documents to secure the Secured Obligations (including, without limitation, Liens granted to secure (i) Refinancing Term Loans or otherwiseLoans incurred pursuant to any Refinancing Revolving Credit Commitments and (ii) Replacement Term Loans or Loans incurred pursuant to any Replacement Revolving Facility); (2b) Liens for Taxes which are (i) not then due or if due obligations with respect to such Taxes that are not at such time required to be paid pursuant to Section 5.03 or (ii) which are being contested in accordance with Section 5.03; (c) statutory Liens of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401(a)(29) or deposit 412(n) of the Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue by more than 30 days, (ii) for amounts that are overdue by more than 30 days 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 or (iii) with any governmental agency required or permitted respect to qualify which the Company failure to conduct make payment could not reasonably be expected to have a Material Adverse Effect; (d) Liens incurred (i) in the ordinary course of business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's in connection with workers’ compensation, unemployment insurance, old age pensions, insurance and other types of social security laws and regulations, (ii) in the ordinary course of business to secure the performance of tenders, statutory obligations, surety, stay, customs and appeal bonds, bids, 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 similar matters(iii) pursuant to pledges and deposits of Cash or Cash Equivalents in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings and its Subsidiaries; (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not, in the aggregate, materially interfere with the ordinary conduct of the business of the Borrower Agent and its Subsidiaries taken as a whole, or the use of the affected property for its intended purpose; (f) any (i) interest or title of a lessor or sublessor under any lease of real estate permitted hereunder, (ii) landlord liens permitted by the terms of any lease, (iii) restrictions or encumbrances that the interest or title of such lessor or sublessor may be subject to obtain or (iv) subordination of the interest of the lessee or sublessee under such lease to any stay restriction or discharge encumbrance referred to in the preceding clause (iii); (g) Liens solely on any legal or administrative proceedings, Xxxx xxxxxxx money deposits made by the Borrower Agent or any similar lien of its Subsidiaries in connection with any letter of intent or deposit arising purchase agreement with respect to any Investment permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property or consignment or bailee arrangements entered into in the ordinary course of business; (3i) 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) Liens in connection with any zoning, building or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any or dimensions of real property or the structure thereon; (k) Liens securing Indebtedness permitted pursuant to Section 6.01(p) (solely with respect to the permitted refinancing of Indebtedness permitted pursuant to Sections 6.01(m), (n), (q), (v), (y) and (aa)); provided that (i) any mechanic'ssuch Lien does not extend to any asset not covered by the Lien securing the Indebtedness that is refinanced and (ii) if the Indebtedness being refinanced was subject to intercreditor arrangements, worker'sthen any such refinancing Indebtedness shall be subject to intercreditor arrangements no less favorable, repairmen'staken as a whole, carrier'sthan the intercreditor arrangements governing the Indebtedness that is refinanced or shall be otherwise reasonably acceptable to the Administrative Agent; (l) Liens described in Schedule 6.02 and any modifications, warehousemen's replacements, refinancings, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other like than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.01 and (B) proceeds and products thereof and accessions thereto and improvements thereon (it being understood that individual financings of the type permitted under Section 6.01(m) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates) and (ii) the replacement, refinancing, renewal or extension of the obligations secured or benefited by such Liens is permitted by Section 6.01; (m) Liens arising out of Sale and Lease-Back Transactions permitted under Section 6.10; (n) Liens securing Indebtedness permitted pursuant to Sections 6.01(m); provided that any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness and proceeds and products thereof, accessions thereto and improvements thereon (it being understood that individual financings of the type permitted under Section 6.01(m) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates); (i) Liens securing Indebtedness permitted pursuant to Section 6.01(n) on assets acquired or on the Capital Stock of any Person (to the extent such Capital Stock would not otherwise constitute Collateral) and assets of the newly acquired Subsidiary; provided that such Lien (x) does not extend to or cover any other assets (other than the proceeds or products thereof and accessions or additions thereto and improvements thereon) and (y) was not created in contemplation of the applicable acquisition of assets or Capital Stock, and (ii) Liens on the Collateral securing Indebtedness incurred pursuant to Section 6.01(q); provided that (A) the Senior Secured Leverage Ratio would not exceed 4.25:1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 and (B) such Indebtedness shall be either secured on a pari passu basis with the Secured Obligations and be subject to the Intercreditor Agreement or secured on a junior basis with respect to the Secured Obligations pursuant to an intercreditor arrangement reasonably satisfactory to the Administrative Agent; (p) Liens that are contractual rights of setoff relating to (i) the establishment of depositary relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of either Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of either Borrower or any Subsidiary, (iii) relating to purchase orders and other agreements entered into with customers of either Borrower or any Subsidiary in the ordinary course of business, (iv) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business and (v) encumbering reasonable customary initial deposits and margin deposits; (q) Liens on assets of Foreign Subsidiaries and other Subsidiaries that are not Loan Parties (including Capital Stock owned by such Persons) securing Indebtedness of Subsidiaries that are not Loan Parties permitted pursuant to Section 6.01; (r) Liens securing obligations (other than obligations representing Indebtedness for amounts borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower Agent and its Subsidiaries; (s) Liens disclosed in the title insurance policies delivered pursuant to Sections 5.12 and 5.14 with respect to any Mortgaged Property reasonably acceptable to the Administrative Agent; (t) Liens on the Collateral securing the Indebtedness incurred pursuant to Sections 6.01(w), (v) and (y) and subject to the Intercreditor Agreement or another intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; (u) Liens on assets securing Indebtedness in an aggregate principal amount not yet due to exceed the greater of $65,000,000 and 2.00% of the Consolidated Total Assets as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01 at any time outstanding; (v) Liens on assets securing judgments for the payment of which adequate reserves have been established, or deposits made to obtain the release money not constituting an Event of such LiensDefault under Section 7.01(h); (4w) easementsleases, licenses, minor irregularities subleases or sublicenses granted to others in title or minor encumbrances on or over any real property the ordinary course of business which do not, not (i) interfere in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in any material respect with the business of the CompanyHoldings and its Subsidiaries (other than an Immaterial Subsidiary) or (ii) secure any Indebtedness; (5x) Liens for taxes on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and governmental charges which are not yet due or which are being contested any Refinancing Indebtedness with respect to any of the foregoing; provided that any such Liens shall be subject to intercreditor arrangements in good faith form and by appropriate proceedings and for which appropriate reserves have been establishedsubstance reasonably satisfactory to the Administrative Agent; (6y) Liens securing obligations in respect of letters of credit permitted under Sections 6.01(e), (z) and (cc); (z) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of business and permitted by this Agreement; (aa) [Reserved]; (bb) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (cc) if no letters of credit are available under the ABL Facility, and solely with the consent of the Administrative Agent (not to be unreasonably withheld), Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created by for the account of such Person to facilitate the purchase, shipment or resulting from any litigation storage of such inventory or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been establishedgoods; and (7dd) those specific Liens now existing securing obligations in respect of any Indebtedness permitted under Section 6.01 (if anyother than Indebtedness permitted under Sections 6.01(a), (c), (h) described (to the extent relating to Indebtedness permitted under any provision of Section 6.01 otherwise excluded from this clause (dd)), (i), (j), (m), (n), (o), (p) (to the extent relating to Indebtedness permitted under any provision of Section 6.01 otherwise excluded from this clause (dd)), (q), (r), (w), (x), (y) or (aa)); provided, that at the time of incurrence of such Indebtedness, the Senior Secured Leverage Ratio would not exceed 4.25 to 1.00 calculated on Schedule 5.02(b)(7) attached to this Agreement, if anya Pro Forma Basis.

Liens. The Company shall notExcept for Liens in favor of the Agent created under the Loan Documents, without neither the prior written consent of FHIBorrower nor any Subsidiary will create, create assume or permit suffer to exist any Lien with respect to on any property or assets asset now owned or hereafter acquired by it, includingexcept: Liens which are (i) in existence on the Closing Date, without limitation (ii) listed on Schedule 5.18(a), and (iii) securing Debt permitted by this Agreement; provided that after the Closing Date no such Lien is spread to cover any additional property and that the amount of Debt secured thereby is not increased; Liens securing Debt owing by any Subsidiary to the Borrower permitted by Section 5.16; any Lien incurred in connection with the GECC Vendor Program Arrangement (which shall be limited to the assets which are subject to and financed in connection with such arrangement and assets directly related thereto); any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of its rightsthe foregoing paragraphs of this Section, title provided that (i) such Debt is not secured by any additional assets, and interests in and to (ii) the amount of such Debt secured by any real estate, whether leased or owned, except: (1) such Lien is not increased; Liens in favor of the FHI created pursuant incidental to the requirements conduct of this Agreement, or otherwise; (2) any Lien or deposit with any governmental agency required or permitted to qualify the Company to conduct its business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits ownership of or its assets which (i) do not secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising Debt and (ii) do not in the ordinary course of business; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, aggregate materially detract from the value of such property its assets or its marketability or its usefulness materially impair the use thereof in the business operation of the Company; (5) its business; Liens imposed by law for taxes and governmental charges which that are not yet due or which are being contested in good faith compliance with Section 5.07; judgment liens in respect of judgments that do not constitute an Event of Default under clause (j) of Section 6.01; any Lien existing on any fixed or capital asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; Liens on fixed or capital assets acquired, constructed or improved by appropriate proceedings the Borrower or any Subsidiary; provided that (i) such security interests and for which appropriate reserves have been established; the Debt secured thereby are incurred prior to or within 3 months after such acquisition or the completion of such construction or improvement, (6ii) the Debt secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and Other Liens created by securing Debt not in excess of an aggregate amount of $5,000,000. Restrictions on Ability of Subsidiaries to Pay Dividends . The Borrower shall not permit any Subsidiary to, directly or resulting from indirectly, create or otherwise cause or suffer to exist or become effective any litigation encumbrance or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; and restriction on the ability of any such Subsidiary to (7i) those specific Liens now existing pay any dividends or make any other distributions on its Capital Stock or any other interest or (if anyii) described on Schedule 5.02(b)(7) attached make or repay any loans or advances to this Agreement, if anythe Borrower or the parent of such Subsidiary.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist exist, any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the Restatement Conditions Effective Date and listed on Schedule 7.01 to this Agreement and any Lien renewals or deposit with extensions thereof; provided that the property covered thereby is not increased, the amount of the Indebtedness secured thereby is not increased, and any governmental agency required renewal or extension of the obligations secured or benefitted thereby is permitted to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessthis Agreement; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate proceedings, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other encumbrances affecting real property which appropriate reserves have been establisheddo not, taken as a whole, materially detract from the value of the Mortgaged Properties subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) judgment Liens not giving rise to an Event of Default; (i) any Lien existing (A)on any asset acquired by MW Energy pursuant to the ACET Acquisition, such Liens, to the knowledge of Borrower, are listed on Schedule 7.01 to this Agreement and (B) on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the Borrower or a Subsidiary, and not created in contemplation of such acquisition; provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, (ii) such Lien was not created in contemplation of or in connection with such acquisition, (iii) the Indebtedness thereby secured is permitted by Section 7.04(e) or 7.04(h); (j) Liens securing Capitalized Lease obligations; provided that the Indebtedness in respect of such Capitalized Lease is permitted under Section 7.04(e); (k) Purchase money Liens upon or in any property acquired by Borrower or any of its Subsidiaries to secure the deferred portion of the purchase price of such property or to secure Indebtedness incurred to finance the acquisition of such property; provided that (i) no such Lien shall be extended to cover property other than the property being acquired, and (ii) the Indebtedness thereby secured is permitted by Section 7.04(e); (l) Liens reserved in or exercisable under any lease or sublease to which the Borrower or a Subsidiary is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or Subsidiary is in material compliance with the terms and conditions thereof; (m) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased; and (7n) those specific Liens now existing (if any) described on Schedule 5.02(b)(7) attached incurred in the ordinary course of business in connection with margin requirements under Lender Hedging Agreements not to this Agreement, if anyexceed in the aggregate $3,000,000 at any time outstanding.

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation any of its rights, title and interests in and to any real estate, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) Liens existing on the Closing Date and listed on Schedule ‎7.01 and any Lien renewals or deposit with any governmental agency required extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or permitted to qualify benefited thereby is not increased, and (iii) the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, direct or any similar lien or deposit arising in the ordinary course of businesscontingent obligor with respect thereto is not changed; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been established; andwith respect thereto are maintained on the books of the applicable Person; (7e) those specific pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety or appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens now existing securing judgments for the payment of money not constituting an Event of Default under Section ‎8.01(h); (if anyi) described Liens securing Indebtedness permitted under Section ‎7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on Schedule 5.02(b)(7the date of acquisition; (j) attached subject to this Agreementthe provisions of the Deposit Account Control Agreements, 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, (ii) the Borrower (or applicable Restricted Subsidiary) maintains (subject to such right of set off) dominion and control over such account(s), and (iii) such deposit account is not intended by the Borrower, any Guarantor or any Restricted Subsidiary to provide cash collateral to the depository institution; (k) Liens on cash, Cash Equivalents and fixed assets securing obligations of the Borrower or its Restricted Subsidiaries pursuant to Swap Contracts for commodity swap transactions not to exceed $150,000,000 in the aggregate at any time (after deducting the available amount of Letters of Credit posted in support of such Swap Contracts), provided that (i) such cash and Cash Equivalents are held in accounts segregated from any cash, Cash Equivalents and other assets constituting Collateral and (ii) the Administrative Agent shall be given the opportunity, prior to the granting of any such Lien on fixed assets, to require that such Lien on fixed assets be subject to an intercreditor agreement regarding access to Collateral reasonably satisfactory to the Administrative Agent; (l) statutory Liens securing First Purchase Crude Payables arising in the ordinary course of business which are not overdue for a period of more than 30 days (other than up to $2,000,000 in the aggregate of such First Purchase Crude Payables which may be overdue for a period of more than 30 days) or which are being contested in good faith and by appropriate proceedings diligently conducted, if any.adequate reserves with respect thereto are maintained on the books of the applicable Person; (m) the interests of E.X. XxXxxx xe Nemours and Company (“DuPont”) under the Ground Lease between DuPont (executed by DuPont on June 29, 2005) and Western Refining Company, L.P. (executed by Western Refining Company, L.P. on June 27, 2005); (n) Liens on assets (other than assets constituting Collateral) securing Indebtedness in an aggregate principal amount not to exceed $25,000,000 permitted by Section 7.03(j); (o) Liens on Inventory, accounts receivable and related personal property intangible assets of the Contango Subsidiary and Liens on the Equity Interests in the Contango Subsidiary securing Indebtedness permitted by Section ‎7.03(m), provided that (i) such assets are not commingled with any Borrowing Base Assets, and (ii) no proceeds of such assets shall be commingled with proceeds of any Borrowing Base Assets or any Eligible Cash;

Liens. The Company shall notCreate, without the prior written consent of FHIincur, create assume or permit suffer to exist any Lien with respect to upon any property of its property, assets or assets revenues, whether now owned or hereafter acquired by itacquired, including, without limitation or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Company or any of its rightsSubsidiaries as debtor, title and interests or assign any accounts or other right to receive income, or permit any provisions to exist in and any Contractual Obligation with respect to the Company, any Subsidiary or any real estateor personal property of the foregoing that provides for a Lien to be granted at a later date or upon the occurrence of an event, whether leased or owned, exceptother than the following: (1a) Liens in favor of the FHI created pursuant to the requirements of this Agreement, or otherwiseany Loan Document; (2b) 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(d), (iii) the direct or any contingent obligor with respect thereto is not changed, (iv) any Lien renewal or deposit extension of the obligations secured or benefited thereby is permitted by Section 7.02(d) and (v) in no event shall the amount secured or benefited thereby exceed $2,000,000 with any governmental agency required or permitted respect to qualify the Company to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the benefits Liens on property of or secure obligations under any law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings, or any similar lien or deposit arising in the ordinary course of businessAJI; (3) any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like Liens arising in the ordinary course of business for amounts not yet due and 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 real property which do not, in the judgment of the FHI, materially detract from the value of such property or its marketability or its usefulness in the business of the Company; (5c) Liens for taxes and taxes, fees, assessments or other governmental charges which are not yet due or which are being contested in good faith and by appropriate proceedings and for which appropriate diligently conducted, if adequate reserves have been establishedwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (6d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens created by arising in the ordinary course of business which are not overdue for a period of more than 30 days or resulting from any litigation or legal proceeding which is are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by applicable Law, including ERISA or any Foreign Government Scheme or Arrangement; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.02(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) leases, subleases, licenses and sublicenses granted to others in the ordinary course of business not interfering in any material respect with the value of the property to which appropriate reserves have been establishedsuch Lien is attached or the conduct of business of the Company or any of its Subsidiaries, as applicable, and any interest or title of a lessor, sublessor, licensor or sublicensor or under any lease, sublease, license or sublicense; (k) zoning or similar laws or rights reserved to or vested in any Governmental Authority to control or regulate the use of any real property owned by the Company or any of its Subsidiaries; (l) Liens on or transfers of accounts receivable and contracts and instruments related thereto arising solely in connection with the sale of such accounts receivable pursuant to Section 7.05(f); (m) Liens in favor of Bank of America, N.A. on cash securing obligations pursuant to Indebtedness permitted under Section 7.02(k), in an aggregate amount not to exceed 105% of the Dollar Equivalent of the face amount thereof; and (7n) those specific other Liens now existing (if any) described on Schedule 5.02(b)(7) attached affecting property with an aggregate fair value not to this Agreement, if anyexceed $5,000,000; provided that no such Lien shall extend to or cover any Collateral.