Lien Searches. With respect to the property owned or leased by the Borrower and each Guarantor of Payment, and any other property securing the Obligations, the Borrower shall have caused to be delivered to the Administrative Agent # the results of Uniform Commercial Code lien searches, satisfactory to the Administrative Agent and the Lenders, # the results of federal and state tax lien and judicial lien searches, satisfactory to the Administrative Agent and the Lenders, and # Uniform Commercial Code termination statements reflecting termination of all U.C.C. Financing Statements previously filed by any Person and not expressly permitted pursuant to [Section 5.9] hereof.

Lien Searches. On or prior to the Closing Date, the Initial Purchasers shall have received the results of lien searches in each jurisdiction where the Security Documents contemplate creation of a first priority lien, conducted by a lien search service reasonably satisfactory to the Initial Purchasers, and the Initial Purchasers shall be satisfied that no material liens are outstanding on the Collateral, other than any such liens # which are set forth in the General Disclosure Package (and, for the avoidance of doubt, set forth in or otherwise permitted or contemplated by the Indenture or any Security Document) or # as to which the Initial Purchasers have received documentation reasonably satisfactory to it evidencing the termination of such liens.

Lien Searches. The Administrative Agent shall have received the results of a recent lien search in the jurisdiction of organization of each Loan Party and each jurisdiction where assets of the Loan Parties are located, and such search shall reveal no Liens on any of the assets of the Loan Parties except for liens permitted by [Section 6.02] or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.

Lien Priority. Except as the result of the action or inaction of the Collateral Agent or the Lenders, any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens arising as a matter of applicable law.

Lien Priority. Any Lien (other than a Lien released in accordance with the terms hereof) created hereunder or provided for hereby or under any Other Document for any reason ceases to be or is not a valid and perfected Lien having a first priority interest (subject only to Liens permitted under Section 7.2).

Lien Priority. There is a material impairment in the perfection or priority of Bank’s security interest in the Collateral;

Lien Searches. Receipt by the Successor Administrative Agent of completed customary searches dated on or before the Acquisition Closing Date, including all effective financing statements filed in the jurisdictions of organization of each Loan Party that name such Loan Party as debtor, together with copies of such other financing statements.

“Second Lien Bank Loan” means a Bank Loan that is entitled to the benefit of a second lien and second priority perfected security interest on a substantial portion of the assets of the respective borrower and guarantors obligated in respect thereof.

“Broadly Syndicated Portfolio Investment” means, any First Lien Loan or First Lien Bond or Second Lien Loan (a)(i) that is a broadly syndicated commercial loan or bond, # that is not (and cannot by its terms become) subordinate in right of payment (excluding, for the avoidance of doubt, subordination of the applicable lien on the assets of any Obligor in the case of a Second Lien Loan) to any obligation of the Obligor in any bankruptcy, reorganization, insolvency, moratorium or liquidation proceedings, # that is secured by a pledge of collateral, which security interest is validly perfected and first or second priority, as applicable under Applicable Law (subject to Liens described in clause (c) of the definition of Permitted Liens), # with respect to which Borrower determines in good faith that the value of the collateral securing such Loan or Bond (or the enterprise value of the underlying business) on or about the time of origination equals or exceeds the outstanding principal balance of such Loan or Bond plus the aggregate outstanding balances of all other loans or bonds of equal or higher seniority secured by the same collateral, # in the case of a First Lien Loan, that has an Issue Size of $250,000,000 or greater and # that has at least one bid-side quote provided by an Approved Dealer or # that is otherwise approved by Bank in its sole discretion as a “Broadly Syndicated Portfolio Investment”.

“Permitted Lien” means the junior subordinated Lien granted by Borrowers to Citizens and Farmers Bank to secure the Subordinated Debt owing to Citizens and Farmers Bank pursuant to the Citizens and Farmers Subordinated Debt Documents (as defined in the First Amendment); provided, however, the maximum amount of Subordinated Debt secured by such Lien shall not at any time exceed $50,000,000.