any Lien existing on any property or asset prior to the acquisition thereof by the Company or any of its Subsidiaries, or existing on any property of any Person that becomes a Subsidiary after the date of this Agreement prior to the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation, provided that # such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger, as the case may be, # such Lien shall not apply to any other property or asset of the Company or any of the Subsidiaries, and # such Lien shall secure only those obligations and liabilities that it secures on the date of such acquisition or the date such Person becomes a Subsidiary of the Company or such merger, as the case may be;

any Lien existing on any property or asset prior to the acquisition thereof by the Company or any of its Subsidiaries, or existing on any property of any Person that becomes a Subsidiary after the date of this Agreement prior to the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation,Subsidiary; provided that # such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger, as the case may be,and # such Lien shalldoes not apply to any other property or assetassets of the Company or any of the Subsidiaries, and # such Lien shall secure only those obligations and liabilities that it secures on the date of such acquisition or the date such Person becomes a Subsidiary of the Company or such merger, as the case may be;Subsidiary;

any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Consolidated Subsidiary and not created in contemplation of its Subsidiaries,such acquisition; provided that # such Lien shall not extend to other properties or existing on any propertyassets of any Person that becomes a Subsidiary after the date of this Agreement prior to the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation, provided that # such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger, as(other than improvements and accessions thereto and the case may be, # such Lien shall not apply to any other property or asset of the Company or any of the Subsidiaries,proceeds thereof) and # such Lien shall secure only those obligations and liabilities thatwhich it secures on the date of such acquisition or the date such Person becomes a Subsidiary of the Company or such merger, as the case may be;acquisition;

any Lien existing on any property or asset prior to the acquisition thereof (including by way of any Permitted Acquisition) by the CompanyBorrower or any of its Subsidiaries,Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date of this AgreementEffective Date prior to the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation, providedSubsidiary; provided, that # such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger,Subsidiary, as the case may be, # such Lien shall not apply to any other property or assetassets of the CompanyBorrower or any of the Subsidiaries,Subsidiary and # such Lien shall secure only those obligations and liabilities thatwhich it secures on the date of such acquisition or the date such Person becomes a Subsidiary of the Company or such merger,Subsidiary, as the case may be;be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

any Lien existing on any propertyasset of any Person existing at the time such Person is merged, amalgamated or asset prior to the acquisition thereof byconsolidated with or into the Company or any Consolidated Subsidiary and not created in contemplation of its Subsidiaries,such event; provided that # such Lien shall not extend to other properties or existing on any propertyassets of any Person that becomes a Subsidiary after the date of this Agreement prior to the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation, provided that # such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger, as(other than improvements and accessions thereto and the case may be, # such Lien shall not apply to any other property or asset of the Company or any of the Subsidiaries,proceeds thereof) and # such Lien shall secure only those obligations and liabilities thatwhich it secures on the date of such acquisitionmerger, amalgamation or the date such Person becomes a Subsidiary of the Company or such merger, as the case may be;consolidation;

not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger,Subsidiary, as the case may be, # such Lien shall not apply to any other property or assetassets of the Company or any of the Subsidiaries,Subsidiary and # such Lien shall secure only those obligations and liabilities thatwhich it secures on the date of such acquisition or the date such Person becomes a Subsidiary of the Company or such merger,Subsidiary, as the case may be;be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

Liens existing on any property or asset prior to the acquisition thereof by the Company or any of its Subsidiaries,acquired in a Permitted Acquisition or existing on any property or asset of any Person that becomes a Subsidiary after the date of this AgreementClosing Date prior to the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation,Subsidiary; provided that # such Lien is not created in contemplation of or in connection with such acquisitionPermitted Acquisition or such Person becomingbecome a Subsidiary or such merger,Subsidiary, as the case may be, # such Lien shall not apply to any other property or assetassets of the Company or any of the Subsidiaries,Subsidiary; and # such Lien shall secure only those obligations and liabilities thatwhich it secures on the date of such acquisitionPermitted Acquisition or the date such Person becomes a Subsidiary of the Company or such merger,Subsidiary, as the case may be;be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and any Indebtedness secured by such Liens is permitted under [Section 7.03(h)];

any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or any Consolidated Subsidiary and not created in contemplation of such event; provided that such Lien shall not extend to other properties or assets of the Company or any Subsidiary and shall secure only those obligations which it secures on the date of such merger or consolidation and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; # any Lien existing on any property or asset prior to the acquisition thereof by the Company or any of its Subsidiaries, or existing on any property of any Person that becomes aConsolidated Subsidiary after the date of this Agreement prior to the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation, provided that # such Lien isand not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger, as the case may be,acquisition; # suchany Lien shall not apply to any other property or assetarising out of the Companyrefinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the Subsidiaries,foregoing clauses of this Section; provided that such Indebtedness is not increased and # such Lien shall secure only those obligations and liabilities that it secures on the date of such acquisition or the date such Person becomes a Subsidiary of the Company or such merger, as the case may be;is not secured by any additional assets;

any Lien existing on any property or asset prior to the acquisition thereof by the CompanyBorrower or any of its Subsidiaries,Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date of this AgreementSecond Restatement Effective Date prior to the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation,Subsidiary; provided that # such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger,Subsidiary, as the case may be, # such Lien shall not apply to any other property or assetassets of the CompanyBorrower or any of the Subsidiaries,Subsidiary other than extensions and accessions thereto and # such Lien shall secure only those obligations and liabilities thatwhich it secures on the date of such acquisition or the date such Person becomes a Subsidiary of the Company or such merger,Subsidiary, as the case may be;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;

any Lien existing on any property or asset prior to the acquisition thereof by the Company or any of its Subsidiaries, or existing on any property of any Person that becomes a Subsidiary after the date of this Agreement prior toat the time such Person becomes a Subsidiary or that is merged with or into or consolidated with the Company or any Subsidiary prior to such merger or consolidation,Consolidated Subsidiary, provided that # such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary or such merger, as the case may be,Consolidated Subsidiary, # such Lien shall not applyextend to any other property or assetassets of the Company or any ofSubsidiary (other than improvements and accessions thereto and the Subsidiaries,proceeds thereof) and # such Lien shall secure only those obligations and liabilities thatwhich it secures on the date of such acquisition or the date such Person becomes a Subsidiary of the Company or such merger, as the case may be;Consolidated Subsidiary;