Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. The Company will not create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company None of the Borrowers will, nor will not it permit ------------------- any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company respective Borrower or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9.01(i) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory Credit Agreement ---------------- obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company Borrower or any of its their Subsidiaries;; and (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company Borrowers or any of their Subsidiaries and securing Indebtedness permitted under Section 8.07(e) hereof, each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company a Borrower or any such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanySenior Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company Borrower will not not, nor will it permit any ------------------- of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I heretoII hereto (or, to the extent not meeting the minimum thresholds for required listing on said Credit Agreement ---------------- Schedule II pursuant to Section 7.11 hereof, in an aggregate amount not exceeding $5,000,000); (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company Borrower or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9.01(i) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company Borrower or any of its Subsidiaries;; and (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company Borrower or any of its Subsidiaries and securing Indebtedness permitted under Section 8.07(e) hereof, each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall -------- extend to or cover any Property of the Company Borrower or any such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanySenior Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.. Credit Agreement ----------------

Limitation on Liens. The Company will not No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, except:other than the following (“Permitted Liens”): (a) Liens pursuant to any Loan Document (including pursuant to any amendment in existence on connection with an Incremental Facility, any Extension or Extension Offer, any Permitted Repricing Amendment or any other amendment entered into from time to time in accordance with the date hereof and listed in Part B of Schedule I heretoterms hereof); (b) Liens imposed by any governmental authority existing on the date hereof and set forth on Schedule 5.1(b); (c) Liens for taxes, assessments or governmental charges which are not yet due overdue for a period of more than thirty (30) days or that which are not required to be paid pursuant to Section 4.13; (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens imposed by Requirements of Law arising in the Ordinary Course of Business which either (i) are not in excess of $50,000 individually or (ii) secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings ifdiligently conducted, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or applicable Person to the affected Subsidiaries, as the case may be, extent required in accordance with GAAP; (ce) carriers'(i) pledges, warehousemen's, mechanics', materialmen's, repairmen's deposits or other like Liens arising as a matter of law in the ordinary course Ordinary Course of business that are not overdue for a period of more than 30 days or that are being contested Business in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof; (d) pledges or deposits under worker's connection with workers’ compensation, payroll taxes, unemployment insurance and other social security legislationlegislation 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; (ef) deposits to secure the performance and payment of bids, trade contracts, governmental contracts and leases (other than Indebtedness for Indebtednessborrowed money), leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course Ordinary Course of businessBusiness; (fg) easements, rights-of-way, restrictions restrictions, covenants, conditions, encroachments, protrusions 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 thatdefects affecting real property which, in the aggregate, are not material in amount, and that 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 the Company Borrower or any of its Restricted Subsidiaries; (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely securing judgments for the purpose payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 7.1(h); (i) Liens securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Propertypermitted under Section 5.3(f); provided that (i) no such Lien shall Liens attach concurrently with or within one hundred and eighty (180) 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 Capital Leases, such Liens do not at any time extend to or cover any Property of the Company or assets (except for additions and accessions to such Subsidiary assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capital 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 and Liens on the Property so covered thereby, in each case, granted to others in the Ordinary Course of Business which do not (i) interfere in any material respect with the business of the Borrower or any of 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 UCC) on the items in the course of collection and (ii) 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; (m) Liens (i) on cash advances in favor of the seller of any Property to be acquired in an Investment permitted pursuant to Section 5.2(i) or (m) to be applied against the purchase price for such Investment and improvements thereon (ii) consisting of an agreement to Dispose of any Property in a Disposition permitted under Section 5.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (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, 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) the Indebtedness secured thereby is permitted under Section 5.3(f) or (h); (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 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 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; (r) Liens arising from precautionary UCC financing statement filings; (s) Liens on insurance policies, the proceeds thereof and premium refunds securing the financing of the premiums with respect thereto; (t) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (u) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 5.1; provided that (i) the Lien does not extend to any additional Property other than (A) after-acquired Property that is affixed or incorporated into the Property covered by such Lien and (B) proceeds and products thereof; and (ii) the principal amount renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 5.3; (v) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (w) Liens on Property of a Non-Credit Party securing Indebtedness secured of such Non-Credit Party permitted to be incurred by Section 5.3; (x) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (y) Liens securing Indebtedness permitted pursuant to Section 5.3(r) and/or Section 5.3(t); provided that any such Lien shall at no time exceed 80% of rank junior to the fair market value Lien on the Collateral securing the Obligations (as determined but, in good faith each case, may not be secured by a senior financial officer of any assets that are not Collateral) and, in any such case, the CompanyIndebtedness in connection therewith shall be permitted pursuant to and in accordance with Section 1.1(e) and the beneficiaries of such Property at Liens (or an agent on their behalf) shall have entered into an intercreditor agreement with Agent that is reasonably satisfactory to Agent and the time it was acquired Borrower; (by purchase, construction or otherwisez) Liens securing Indebtedness permitted pursuant to Section 5.3(m); (haa) other Liens arising out of Repurchase Arrangements; (i) Liens arising out of securing Indebtedness or securing Interest Rate Protection Agreementsother obligations in an aggregate principal amount at any time outstanding not to exceed $50,000,000.00; and (jbb) with respect to any Foreign Subsidiary, other Liens and privileges arising out mandatorily by Requirements of Asset SecuritizationsLaw.

Limitation on Liens. The Parent will not and the Company will not, and will not permit any of its Subsidiaries to, create, incur, assume assume, or suffer to exist any Lien upon any of its Propertyrevenues, property (including fixed assets, inventory, real property, intangible rights and stock) or other assets, whether now owned or hereafter acquired, except:other than the following ("Permitted Liens"): (a) Liens in existence on which were granted prior to the date hereof securing Indebtedness or other obligations having an aggregate principal or face amount not exceeding $5,000,000, and listed in Part B of Schedule I heretorefinancings, renewals and extensions thereof to the extent not encumbering additional property; (b) Liens imposed by any governmental authority for taxes, assessments assessments, or other governmental charges or levies to the extent that payment thereof shall not yet due at the time be required to be made in accordance with the provisions of Section 7.06; (c) Liens encumbering property of the Company or that are its Subsidiaries of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate and for which appropriate reserves with respect thereto are have been established and maintained on the consolidated books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's Liens encumbering property of the Company or other like Liens arising its Subsidiaries incurred in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested (x) in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof; (d) pledges or deposits under worker's connection with workers' compensation, unemployment insurance, or other forms of governmental insurance and other social security legislation; (e) deposits or benefits, or to secure the performance of bidstenders, trade statutory obligations, leases, and contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred borrowed money) entered into in the ordinary course of businessbusiness or (y) to secure obligations on surety or appeal bonds so long as the obligations secured by Liens under this clause (y) do not exceed $20,000,000; (fe) easements, rights-of-way, zoning and similar 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 thatdefects which, in the aggregate, are not material substantial in amount, and that which do not in any case materially detract from the value of the Property property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (f) judgment Liens securing amounts not in excess of (A) $20,000,000 (i) in existence less than 30 days after the entry thereof, (ii) with respect to which execution has been stayed or (iii) with respect to which the appropriate insurance carrier has agreed in writing that there is coverage by insurance or (B) $5,000,000; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each securing documentary letters of which Liens either (A) existed on such Property before 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 Propertycredit; provided that (i) no such Lien shall extend Liens attach only to the property or cover any Property goods to which such letter of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)credit relates; (h) in addition to Liens arising out referred to in clause (i) below, purchase money security interests encumbering, or Liens otherwise encumbering at the time of Repurchase Arrangementsthe acquisition thereof by the Company and/or its Subsidiaries (x) real property and improvements thereto provided such security interests and other Liens do not secure at any time amounts in excess of $25,000,000 in the aggregate for the Company and its Subsidiaries combined and (y) equipment, furniture, machinery or other assets hereafter acquired by the Company or its Subsidiaries for normal business purposes, and refinancings, renewals and extensions of such security interests and Liens; (i) Liens arising out on the assets of any Person hereafter acquired by the Company or any of its Subsidiaries, provided that (i) such acquisition is permitted by Section 8.03 and (ii) such Liens were not created in contemplation of or securing Interest Rate Protection Agreements; anddo not arise as result of or otherwise in connection with such acquisition; (j) Liens securing the obligations of the Company and/or its Subsidiaries in connection with letters of credit permitted by Section 8.04(f)(y); (k) interests in leases under which the Company and/or any of its Subsidiaries are lessors and such leases are otherwise not prohibited by the terms of this Agreement; and (l) Liens granted by the Company or its Subsidiaries after the date hereof and not covered by clauses (a) through (j) above (including Liens arising out from Sale and Leaseback Transactions and Receivables Sales) securing obligations ("Secured Obligations") which, when added to the aggregate principal amount of Asset SecuritizationsIndebtedness incurred by Subsidiaries of the Company (not constituting Secured Obligations) and permitted pursuant to Section 8.04(j), shall not exceed in the aggregate, 10% of Consolidated Net Tangible Assets.

Limitation on Liens. The Company Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its PropertyCapital Stock), whether now owned or hereafter acquired, except:except for the following (collectively, the “Permitted Liens”): (a) Liens in existence on securing payment of the date hereof and listed in Part B of Schedule I heretoObligations; (b) Liens imposed identified in Schedule 10.02, including replacements, extensions, modifications or renewals of such Liens on the property subject to such Liens on the Closing Date; provided, that such replaced, extended or modified Lien does not extend to any additional property other than (i) after acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof; (c) Liens securing Indebtedness of the type permitted under Section 10.01(d); provided, that (i) such Lien is granted within ninety (90) days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the applicable property, improvements or equipment at the time of such acquisition (or construction) and (iii) such Lien secures only the assets that are the subject of the Indebtedness referred to in such clause; (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen, repairmen, contractors, subcontractors, suppliers and landlords, Liens in respect of taxes, and other similar Liens, in each case, incurred in the ordinary course of business for amounts (i) not yet overdue or who have been bonded or filed or signed lien waivers for all payments due, (ii) which remain payable without penalty for a period not greater than 180 days or (iii) which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with the Accounting Principles shall have been established on its books; (e) Liens incurred or pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, stay, customs, appeal or performance bonds; (f) judgment Liens, judicial attachments or similar Liens which do not otherwise result in an Event of Default under Section 11.01(f) that (i) are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with the Accounting Principles shall have been established on its books to the extent that such Liens are being diligently protested by appropriate means or (ii) have not been discharged within thirty (30) days after the filing thereof; (g) easements, encroachments, protrusions, covenants, equitable servitudes, rights-of-way, land use, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any governmental authority material manner with the value or use of the property to which such Lien is attached and in the case of any real property, encumbrances disclosed in the title insurance policy issued to the Collateral Agent; (h) Liens for taxesTaxes, assessments or other governmental charges or levies not yet due delinquent, or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, and for which adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPthe Accounting Principles shall have been established on its books; (ci) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for and consistent with past practice by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a period of more than 30 days depository institution or that are being contested in good faith and by appropriate proceedings securities intermediary and Liens securing judgments but only deemed to the extent for an amount and for a period not resulting exist in an Event of Default under Section 9(m) hereofconnection with investments in repurchase agreements constituting Cash Equivalents; (dj) pledges any interest or deposits title of a lessor, licensor or sublessor under worker's compensationany lease (including any ground lease), unemployment insurance license or sublease entered into by any such Credit Party or Subsidiary in the ordinary course of its business and other social security legislationcovering only the assets so leased, licensed or subleased; (ek) licenses, sublicenses, leases or subleases with respect to any asset granted to any Persons in the ordinary course of business; provided, that the same do not materially and adversely affect the business of the Borrower or its Subsidiaries or materially detract from the value of the assets of the Credit Parties or its Subsidiaries, taken as a whole, or secure any Indebtedness for borrowed money; (l) deposits (including letters of credit) to secure the performance of bids, government contracts, trade contracts and leases (other than for Indebtedness), leases, statutory obligations, utilities, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fm) easements, rights-of-way, restrictions Liens which arise under Article 4 of the Uniform Commercial Code in any applicable jurisdictions on items in collection and other similar encumbrances incurred documents and proceeds related thereto; (n) [reserved]; (o) customary Liens granted on the Capital Stock of any Subsidiary that is not a Credit Party to the stockholders of such Subsidiary pursuant to the organizational documents of such Subsidiary; (p) 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; (q) Liens in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets or pursuant to customary reservations or retentions of title arising 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 that, in the aggregate, are not material in amount, consistent with past practice and that do not in any case materially detract from not securing Indebtedness; (r) Liens attaching to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or purchase agreement in respect of a Purchase that would reasonably be expected to result in a Permitted Acquisition or permitted Investment hereunder; (s) Liens arising by virtue of deposits made in the value ordinary course of business or on insurance policies and the proceeds thereof to secure liability for premiums to insurance carriers, including liens on unearned insurance premiums securing the financing thereof; (t) Liens consisting of Contractual Obligations of any Credit Party to consummate a Disposition that is permitted under Section 10.04 to the extent such Liens do not secure monetary obligations of the Property Credit Parties to applicable purchaser and escrow arrangements with respect to such Dispositions, and liens arising out of consignment, conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business and consistent with past practice to the extent such liens attach solely to the goods subject thereto to such consignment, conditional sale, title retention or interfere similar arrangement; (u) restrictions in joint venture agreements on the applicable joint venture granting Liens on its assets or the equity interests of such joint venture; (v) Liens on property or assets of a Person (other than any Capital Stock of any Person) existing at the time such assets of such Person are acquired or such Person is merged into or consolidated with the ordinary conduct of the business of the Company Borrower or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after Subsidiaries or becomes a Subsidiary of the date hereof (by purchaseBorrower or any Guarantor; provided, construction that such Lien is not in the nature of a “blanket” or otherwise) by the Company each of which Liens either (A) existed on such Property before the time of its acquisition “all assets” Lien 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) contemplation of such Propertyacquisition, merger, consolidation or investment, and does not extend to any assets other than those acquired, merged or consolidated by the Credit Parties; provided further that any Indebtedness or other obligations secured by such Liens shall otherwise be permitted under Section 10.01(p); (w) Liens on (i) no such Lien shall extend to cash collateral accounts securing liabilities in respect of credit card facilities or cover any Property merchant accounts, commodities accounts or brokerage accounts in the ordinary course of the Company or such Subsidiary other than the Property so acquired business and improvements thereon consistent with past practice and (ii) securities that are the principal amount subject of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)permitted repurchase agreements constituting Cash Equivalents; (hx) Liens arising out of Repurchase Arrangementson escrow accounts in connection with Permitted Acquisitions or Dispositions otherwise permitted hereunder to the extent such escrow arrangement is also permitted hereunder; (iy) Liens arising out on cash in favor of credit card processors in the ordinary course of business and consistent with past practice; (z) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and consistent with past practice or that arise in connection with cash or other deposits permitted under this Section 10.02 and Section 10.05 and limited to such cash or deposit; (aa) other Liens securing Interest Rate Protection Agreementsliabilities or Indebtedness permitted under this Agreement in an aggregate principal amount not to exceed $50,000,000, at any time outstanding; provided that such liens shall not be secured by cash and Cash Equivalents, shall not be secured by property other than Collateral and shall rank junior to the Liens securing the Obligations, pursuant to an intercreditor agreement acceptable to the Collateral Agent and the Administrative Agent; (bb) Liens on cash collateral used to secure any judgment appeal in an amount and pursuant to procedures, in each case customary for such judgment appeal Liens; (cc) Liens consisting of customary 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; and (jdd) Liens arising out of Asset Securitizations.securing Indebtedness incurred under Section 2.01(d), Section 10.01(q), Section 10.01(s), Section 10.01(u) , Section 10.01(x) (to the extent constituting applicable Other Real Estate Priority Collateral), Section 10.01(y) (to the extent constituting applicable Other Real Estate Priority Collateral) or Section 10.01(w);

Limitation on Liens. The Company will not not, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I II hereto, and Liens on cash and cash equivalents securing obligations of the Company in respect of Interest Rate Protection Agreements, so long as the aggregate fair market value of the cash and cash equivalents subject to such Liens does not exceed $3,000,000; (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Restricted Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9(j) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds (including, without limitation, performance bonds required pursuant to the terms of any Franchise) and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its SubsidiariesRestricted Subsidiaries with respect to any CATV System or CATV Systems that in the aggregate provide service to more than 5% of Subscribers of the Company and its Restricted Subsidiaries (determined as at any date); (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Restricted Subsidiaries, each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Restricted Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanySenior Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements;; and (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizationson the Investments permitted under Section 8.08(k).

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any Capital Stock of its PropertyTimberlands, ▇▇▇▇▇ or their Subsidiaries directly or indirectly owned by it or on any of the Property or revenues of Timberlands, ▇▇▇▇▇ or any such Subsidiary, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company Borrower or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAP; (cb) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fe) 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 thatwhich, in the aggregate, are not material substantial in amount, amount and that 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 Company Borrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 6.3 securing Indebtedness permitted by Section 6.2(e) (including refinancings, refundings, renewals or extensions of Indebtedness permitted by Section 6.2(e)), provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of securing Indebtedness representingof ▇▇▇▇▇ and its Subsidiaries or Timberlands and its Subsidiaries incurred pursuant to Section 6.2(d) to finance the acquisition of fixed or capital assets, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon financed by such Indebtedness and (iiiii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)thereby is not increased; (h) Liens arising out of Repurchase Arrangementscreated pursuant to the Security Documents, the Paper Company Loan Documents, the Second Priority Note Security Documents and the ▇▇▇▇ ▇▇▇▇▇▇▇ Credit Agreement; (i) Liens arising out any interest or title of a lessor under any lease entered into by the Borrower or securing Interest Rate Protection Agreements; andany other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) Liens not otherwise permitted by this Section 6.3 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $1,500,000 at any one time; (k) Liens arising out under or in connection with Environmental Laws which are being contested in good faith by appropriate proceedings provided that adequate reserves with respect thereto are maintained on the books of Asset Securitizationsthe Borrower and its Subsidiaries, as the case may be, in conformity with GAAP and that such Liens relate to potential liabilities that are not reasonably expected to exceed, individually or in the aggregate, $3,000,000; (l) Liens securing reimbursement obligations of the Borrower or any Applicable Subsidiary with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof; (m) Liens arising by reason of any judgment, decree or order of any court so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (n) Liens securing Indebtedness of Timberlands incurred pursuant to Section 6.2(m) to finance the purchase of timberlands acreage; and (o) Liens securing Indebtedness permitted under Section 6.2(c).

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I heretopursuant to any Loan Document; (b) Liens imposed in existence on the Closing Date and listed on Schedule 6.02, and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does not secure an aggregate amount of Indebtedness or other obligations, if any, greater than that secured on the Closing Date (minus the aggregate amount of any permanent repayments and prepayments thereof since the Closing Date but only to the extent that such repayments and prepayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or a portion of such Indebtedness) and (ii) does not encumber any governmental authority Property other than the Property subject thereto on the Closing Date (plus improvements and accessions to such Property); (c) Liens for taxes, assessments or charges Taxes not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the Company Holdings or the affected Subsidiaries, as the case may beapplicable Subsidiary, in accordance conformity with GAAP; (cd) statutory or common law Liens of landlords, carriers', warehousemen's, mechanics', materialmen's, repairmen's , construction contractors or other like Liens arising in the ordinary course of business that are secure amounts not overdue for a period of more than 30 days (or, if more than 30 days overdue, that are unfiled and no other action has been taken to enforce such Lien) or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to diligently conducted; provided that adequate reserves with respect thereto are maintained on the extent for an amount and for a period not resulting books of Holdings or the applicable Subsidiary, in an Event of Default under Section 9(m) hereofconformity with GAAP; (di) pledges or deposits under worker's in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation 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 Holdings, the Borrower or any of their Subsidiaries; (ef) deposits and other Liens to secure the performance of bids, trade contracts, governmental contracts and other similar contracts (other than Indebtedness for Indebtednessborrowed money), leasesleases (other than Capital Leases), subleases, statutory obligations, surety surety, stay, judgment and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) encumbrances shown as exceptions in the title insurance policies insuring the Mortgages, easements, zoning restrictions, rights-of-way, restrictions restrictions, encroachments, protrusions 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 that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value value, or materially interfere with the use, of the Property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the Company Borrower or any of its their Subsidiaries, taken as a whole; (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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 Propertypermitted under Section 6.01(c); provided that (i) no such Lien shall extend to or cover Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon financed by such Indebtedness and (ii) the principal amount of Indebtedness secured by any such Lien shall thereby does not exceed, at no the time exceed 80% of incurrence thereof, the lesser of the cost or fair market value (as determined in good faith by a senior financial officer of the Company) of Property secured by such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase ArrangementsLien; (i) Liens arising out on insurance policies and proceeds thereof securing the financing of or securing Interest Rate Protection Agreements; andthe premiums with respect thereto; (j) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease, sublease, license or sublicense entered into by Holdings, the Borrower or any of their Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensed; (k) Liens on equipment arising from precautionary UCC financing statements regarding operating leases of equipment; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods in the ordinary course of business and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit permitted under Section 6.01 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; (m) Liens arising out of Asset Securitizationsconditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Holdings, the Borrower and their Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens on cash or Cash Equivalents used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is permitted by this Agreement; (o) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (i) Liens that are contractual or common law rights of set-off relating to (A) the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Indebtedness or (B) pooled deposit or sweep accounts of Holdings, the Borrower and any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and their Subsidiaries and (ii) other Liens securing cash management obligations (that do not constitute Indebtedness) in the ordinary course of business; (q) Liens of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection; (r) Liens on Equity Interests in joint ventures securing obligations of such joint venture; (s) judgment Liens in respect of judgments not constituting an Event of Default under Section 7.01(i); (t) Liens on the assets of the Loan Parties (other than the Mexican Subsidiaries) created under the Revolving Loan Documents to secure the Revolving Loan Indebtedness, which are subject to the Intercreditor Agreement; (u) Liens securing the Mexican ABL Credit Facility, which are subject to an intercreditor agreement in form and substance satisfactory to the Required Lenders and the Collateral Agent; provided, that such Liens only encumber inventory and related assets owned by the Mexican Subsidiaries and located in Mexico and other assets acceptable to the Required Lenders; and (v) Liens not otherwise permitted by this Section 6.02 on assets not otherwise constituting Collateral so long as (i) the aggregate outstanding principal amount of the obligations secured thereby and (ii) the aggregate fair market value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto does not exceed $1,000,000 at any one time.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer permit to exist any Lien upon on any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance conformity with GAAP; (cb) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlords’ or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 45 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting proceedings; provided that adequate reserves with respect thereto are maintained in an Event of Default under Section 9(m) hereofconformity with GAAP; (dc) Liens (other than any Lien imposed by ERISA, the PBA or Canadian federal or provincial statutes in relation to pension plans or any other applicable domestic or foreign employee benefit plan law) consisting of pledges or deposits under worker's in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation in the ordinary course of business; (ed) deposits by or on behalf of the Company or any of its Subsidiaries to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; provided that the aggregate amount of all deposits at any one time securing appeal bonds, together with the aggregate amount of all judgment obligations and awards subject to Liens permitted pursuant to Section 6.02(j), does not exceed $50,000,000 at any time outstanding (for purposes of determining compliance with this proviso, excluding any judgment obligations or awards and any deposits securing appeal bonds, in any such case to the extent the judgment obligations, awards or obligations subject to appeal are covered by insurance as to which the respective insurer has been notified and not denied coverage); (fe) 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 that, in the aggregate, are not material substantial in amount, amount and that 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 Company or any of its Subsidiaries; (f) Liens in existence on the Restatement Effective Date listed on Schedule 6.02(f), securing Indebtedness permitted by Section 6.01(d), provided that no such Lien is spread to cover any additional Property after the Restatement Effective Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by securing Indebtedness of the Company each of which Liens either (A) existed on such Property before the time or any of its Subsidiaries incurred pursuant to Section 6.01(c) to finance the acquisition and was not created in anticipation thereof of fixed or (B) was created solely for the purpose of securing Indebtedness representingcapital assets, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and financed by such Indebtedness, (iiiii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80thereby is not increased and (iv) the amount of Indebtedness initially secured thereby is not more than 100% of the fair market value (as determined in good faith by a senior financial officer of the Company) purchase price of such Property at the time it was acquired (by purchase, construction fixed or otherwise)capital asset; (h) Liens arising out of Repurchase Arrangementscreated pursuant to the Collateral Documents and the Canadian Intercompany Collateral Agreements; (i) Liens arising out any interest or title of a lessor under any lease entered into by the Company or securing Interest Rate Protection Agreements; andany of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (j) Liens arising out of Asset Securitizationsthe existence of judgments or awards in respect of which the Company or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all judgment obligations and awards subject to Liens pursuant to this clause (j), together with the aggregate amount of all deposits at any one time securing appeal bonds pursuant to Section 6.02(d), does not exceed $50,000,000 at any time (for purposes of determining compliance with this proviso, excluding any judgment obligations or awards and any deposits securing appeal bonds, in any such case to the extent the judgment obligations, awards or obligations subject to appeal are covered by insurance as to which the respective insurer has been notified and not denied coverage); (k) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by any Loan Party in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the Company or any of its Subsidiaries to provide collateral to the depository institution; (l) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business; (m) Liens of any supplier to a Subsidiary in the United Kingdom in the form of customary purchase money title retention interests arising in the ordinary course of business on inventory sold by such supplier to such Subsidiary; (n) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (o) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the Company in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) without duplication, the aggregate amount of all Indebtedness that is secured by such Liens, together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(g) and 6.01(h), does not exceed the Restricted Debt Basket Amount at any one time outstanding (and is otherwise permitted to exist under Section 6.01(h)), and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property or asset of the Company or any of its Subsidiaries; (p) Liens securing Attributable Debt in respect of Permitted Sale-Leaseback Transactions; provided that (I) such Liens shall be created substantially simultaneously with the consummation of the respective Sale-Leaseback Transaction and (II) such Liens shall not at any time encumber any Property other than the Property sold pursuant to such Sale-Leaseback Transaction; (q) Liens on Permitted Receivables Facility Assets arising under Permitted Receivables Facilities and Liens on accounts receivable sold pursuant to Permitted Factoring Transactions; and (r) Liens not otherwise permitted by this Section 6.02, so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate Fair Market Value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Company and all Subsidiaries) $25,000,000 at any one time.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges Taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company Parent or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAPGAAP (or, in the case of foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (cb) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for which could not, individually or in the aggregate, reasonably be expected to have a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofMaterial Adverse Effect; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions and other similar encumbrances incurred Liens in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions existence on the use of Property or minor imperfections in title thereto thatdate hereof listed on Schedule 7.03(e), in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiariessecuring Indebtedness permitted by Section 7.02(c); (gf) purchase money Liens upon real and/or tangible personal Property acquired after of the date hereof (by purchaseParent and its Subsidiaries granted to the vendor or Person financing the acquisition of fixed or capital assets, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any Property of the Company or such Subsidiary time encumber any property other than the Property so acquired property financed by such Indebtedness and improvements thereon the proceeds of such property in accordance with the instrument creating such Lien, and (iiiii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80100% of the fair market value (as determined in good faith by a senior financial officer of the Company) original purchase price of such Property property; (g) Liens on the property or assets of an entity which becomes a Subsidiary after the date hereof securing Indebtedness permitted by Sections 7.02(d) or (g), provided that (i) such Liens existed at the time it was acquired such entity became a Subsidiary and were not created in anticipation thereof, (by purchase, construction ii) any such Lien is not spread to cover any property or otherwise)assets of such corporation after the time such entity becomes a Subsidiary (other than proceeds of the collateral originally subject to such Lien in accordance with the instrument creating such Lien) and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens arising out of Repurchase Arrangementscreated pursuant to the Security Documents; (i) Liens zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising out by, through or under a landlord or owner of the leased property, with or securing Interest Rate Protection Agreements; andwithout consent of the lessee) which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its businesses taken as a whole; (j) Liens arising out from judgments or decrees in circumstances not constituting an Event of Asset SecuritizationsDefault under paragraph (h) of Article VIII; (k) any interest or title of a lessor or secured by a lessor's interest under any lease permitted by this Agreement; (l) leases or subleases granted to others not interfering in any material respect with the business of the Parent and its Subsidiaries, taken as a whole; (m) the replacement, extension or renewal of any Lien permitted by clauses (a) through (l) above upon or in the same assets theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby; (n) Liens securing the Indebtedness under the Existing Credit Agreement; (o) Liens securing the Indebtedness described in Section 7.02(g); and (p) additional Liens securing Indebtedness of the Borrower or any Subsidiary so long as the aggregate principal amount of the Indebtedness so secured does not exceed $5,000,000 at any time outstanding.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, exceptor assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, except for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAPGAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (cb) carriers', warehousemen's, landlord's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 ninety days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligationsobligations (except pursuant to ERISA and Environmental Laws), surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fe) easements, rights-of-way, zoning ordinances, restrictions and other similar encumbrances existing or 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 thatwhich, in the aggregate, are not material substantial in amount, amount and that which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Company or and its Subsidiaries taken as a whole; (f) Liens in existence on the date hereof listed in Schedule 8.3(f), securing Indebtedness permitted by Section 8.2(e), provided that no such Lien is spread to cover any additional property after the Closing Date and that the principal amount of its SubsidiariesIndebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by securing Indebtedness of the Company each of which Liens either (Aand its Subsidiaries permitted by Section 8.2(c) existed on such Property before 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 financefinance the acquisition or construction of fixed or capital assets or to refinance Indebtedness incurred pursuant to Section 8.2(c) , refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens shall extend to or cover any Property be created within ninety days of the Company acquisition or completion of construction of such Subsidiary fixed or capital assets or the refinancing of such Indebtedness, (ii) such Liens do not at any time encumber any property other than the Property so acquired property financed by such Indebtedness and improvements thereon proceeds thereof, (iii) the amount of Indebtedness secured thereby is not increased and (iiiv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80100% of the fair market value (as determined in good faith by a senior financial officer of the Company) original purchase price or cost of such Property property at the time it was acquired (by purchase, construction or otherwise)constructed; (h) Liens arising out on assets of Repurchase Arrangementsany Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted by Section 8.2(d); (i) Liens arising out on the property or assets of a Person which becomes a Subsidiary after the date hereof securing Indebtedness permitted by Section 8.2(f), provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or securing Interest Rate Protection Agreements; andassets of such Person after the time such Person becomes a Subsidiary, and (iii) the principal amount of Indebtedness secured thereby is not increased; (j) licenses, leases or subleases granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of Company and its Subsidiaries taken as a whole; (k) Liens arising out of Asset Securitizationsthe existence of judgments or awards not constituting an Event of Default under Section 9(h); (l) any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement; (m) Liens in favor of a banking institution arising by operation of law 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; (n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business; (o) Liens in favor of customs and revenue authorities arising by operation of law to secure payment of customs duties in connection with importation of goods; and (p) Liens created pursuant to the Security Documents; provided that no Lien permitted under this Section 8.3 may attach to any Capital Stock of any Subsidiary except (i) Liens created pursuant to the Security Documents, and (ii) Liens permitted by Section 8.3(a) and Section 8.3(h) (with respect to Capital Stock of Foreign Subsidiaries not subject to the Liens of the Security Documents and Capital Stock of Foreign Subsidiaries owned by Foreign Subsidiaries).

Limitation on Liens. The Company None of the Borrowers will, nor will not it ------------------- permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I heretoIII hereto (or, to the extent not meeting the minimum thresholds for required listing on said Schedule III pursuant to Section 7.11 hereof, in an aggregate amount not exceeding $10,000,000); (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company Borrowers or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9.01(i) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation;; Credit Agreement ---------------- (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company Borrowers or any of its their Subsidiaries;; and (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company Borrowers or any of their Subsidiaries and securing Indebtedness permitted under Section 8.07(f) hereof, each of which Liens either (A) existed on such Property before 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; provided that -------- (i) no such Lien shall extend to or cover any Property of the Company a Borrower or any such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanySenior Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, except: (a) Liens in existence on created, incurred or assumed by any Subsidiary of the date hereof and listed in Part B of Schedule I heretoCompany which is a registered broker-dealer upon assets owned by such Subsidiary or held for such Subsidiary’s account to secure Trade Debt; (b) Liens imposed by any governmental authority for taxes, assessments assessments, governmental charges or charges levies not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, or other like Liens arising in the ordinary course of business that which are not overdue for a [[DMS:6095583v3:05/23/2023--01:55 PM]] 51 period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (d) (i) pledges or deposits under worker's in connection with workmen’s compensation, unemployment insurance and other social security legislation, (ii) licenses, sublicenses, leases or subleases granted in the ordinary course of business not interfering in any material respect with the business of the Company or any of its Subsidiaries, (iii) Liens arising from UCC financing statements regarding operating leases and (iv) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents; (e) Liens incurred or pledges or deposits made to secure the performance of bids, tenders, sales contracts, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligationsand other obligations required by law, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 thatwhich, in the aggregate, ; are not material in amountsubstantial, and that which do not in any case materially detract from the value of the Property property subject thereto or interfere with the ordinary conduct of the business of the Company or any of and its SubsidiariesSubsidiaries taken as a whole; (g) Liens upon on real property, leasehold improvements and equipment of the Company securing Specified Non-Recourse Indebtedness and/or tangible personal Property Specified Recourse Indebtedness; (h) any judgment Liens in respect of judgments that do not constitute an Event of Default under clause (h) of Section 9; (i) purchase money Liens on property acquired after the date hereof (by purchase, construction or otherwise) held by the Company each or any Subsidiary in the ordinary course of which Liens either (A) existed on business to secure the purchase price of such Property before the time of its acquisition and was not created in anticipation thereof property or (B) was created to secure Indebtedness incurred solely for the purpose of securing Indebtedness representingfinancing the acquisition, construction or incurred to finance, refinance or refund, the cost (including the cost of construction) improvement of such Propertyproperty or other Lien existing on any such property or assets at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price); provided provided, however, that (i) no such Lien shall extend to or cover any Property property other than property being acquired, constructed on or improved; (j) any assignment of an account or chattel paper (i) as part of the sale of the business out of which such account or chattel paper arose, (ii) for the purpose of collection only, (iii) under a contract to an assignee who is also to do the performance under such contract or (iv) in whole or partial satisfaction of pre-existing Indebtedness; (k) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any of the Liens permitted by clause (i) above upon the same real property or assets theretofore subject thereto without increase in the amount of Indebtedness secured thereby; (l) any Lien on any property or asset (or proceeds therefrom) that is existing prior to the acquisition thereof by the Company or any Subsidiary or on any property or asset of any Person that becomes a Subsidiary after the Restatement Effective Date that is existing 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 [[DMS:6095583v3:05/23/2023--01:55 PM]] 52 becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or such any Subsidiary other than the Property so acquired and improvements thereon and (iiiii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of secure only those obligations which it secures on the fair market value (as determined in good faith by a senior financial officer of the Company) date of such Property at acquisition or the time it was acquired (by purchasedate such Person becomes a Subsidiary, construction or otherwise); (h) Liens arising out of Repurchase Arrangementsas the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (i) any Lien securing Indebtedness permitted under Sections 7.2(b) (only to the extent required under Requirements of Law), 7.2(e) or 7.2(k) and (ii) any Lien on all or any portion of the Paris Properties or assets located thereon securing Indebtedness permitted under Section 7.2(n); (n) any Lien securing Indebtedness permitted under Sections 7.2(h) and 7.2(i) on property acquired or held by the Company or any Subsidiary solely for the purpose of financing the acquisition, construction or improvement of such property (including any such property made the subject of a Capital Lease Obligation) or other Lien existing on any such property or assets at the time of such acquisition (other than any such Liens arising out created in contemplation of such acquisition that do not secure the purchase price); provided, however, that no such Lien shall extend to or securing Interest Rate Protection Agreementscover any property other than the property being acquired, constructed on or improved or subject to such Capital Lease Obligation; (o) Liens existing on the Restatement Effective Date set forth on Schedule 7.2; and (jp) other Liens arising out of Asset Securitizationssecuring Indebtedness or other obligations not prohibited under Section 7.2 in an aggregate principal amount outstanding not to exceed $50,000,000 at any time outstanding.

Limitation on Liens. The Company will not not, nor will it permit ------------------- any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Pledge Agreement; (b) Liens in existence on the date hereof and listed in Part B of Schedule I heretohereof; (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPgenerally accepted accounting principles (or, in the case of an Insurance Company, statutory accounting practices); (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under clause (h) of Section 9(m) 9 hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds bonds, casualty insurance policies of the type usually carried by corporations engaged in businesses or activities that are the same as or similar to those of the Company and its Subsidiaries and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 thatwhich, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.Credit Agreement ----------------

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or governmental charges or levies not yet due delinquent or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company Holdings or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAP; (cb) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that business, and Liens imposed by law not securing Indebtedness, in each case which are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (dc) pledges or deposits under worker's in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions restrictions, minor defects or irregularities of title 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 that, in the aggregate, are not material substantial in amount, amount and that 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 Company Borrower or any of its Subsidiaries; (gf) Liens upon real and/or tangible personal Property acquired after in existence on the date hereof (by purchaseSecond Restatement Effective Date listed on Schedule 11.3(f), construction or otherwise) by including, for avoidance of doubt, the Company each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of Congress Liens, securing Indebtedness representingpermitted by Section 11.2(d), or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien shall extend is spread to or cover any additional Property of after the Company or such Subsidiary other than Second Restatement Effective Date and that the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value thereby is not increased; (as determined in good faith by a senior financial officer of the Companyg) of such Property at the time it was acquired (by purchase, construction or otherwise)[Reserved]; (h) Liens arising out of Repurchase Arrangementscontinued pursuant to this Agreement and the Security Documents; (i) any interest or title of a lessor under any lease entered into by Holdings or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) [Reserved]; (k) Liens arising out from judgments or decrees which do not result in an Event of Default under Section 13(h); (l) [Reserved]; (m) all building codes and zoning ordinances and other laws, ordinances, regulations, rules, orders or determinations of any federal, state, county, municipal or other governmental authority now or hereafter enacted; (n) Liens securing Interest Rate Protection Agreementsreimbursement of obligations in respect of (i) documentary letters of credit, provided that such Liens cover only the documents, the goods covered thereby and the proceeds thereof, (ii) bankers’ acceptances created in respect of drawings under such letters of credit, provided that such Liens cover only the specific goods financed under such letter of credit and the proceeds thereof and (iii) letters of credit issued for general corporate purposes, provided that the aggregate principal amount thereof secured by such Liens does not exceed an amount equal to $1,000,000 at any one time outstanding; (o) Liens consisting of rights of set-off of a customary nature or bankers’ liens on amounts on deposit, whether arising by contract or operation of law, incurred in the ordinary course of business; (p) [Reserved]; (q) [Reserved]; (r) Liens on goods in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of such goods; (s) Liens securing obligations (other than Indebtedness) under operating, reciprocal easements or similar agreements entered into in the ordinary course of business by Holdings and its Subsidiaries which do not materially interfere with the ordinary conduct of the business of Holdings and its Subsidiaries; (t) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto; and (ju) Liens arising out not otherwise permitted by this Section 11.3 so long as neither (i) the aggregate outstanding principal amount of Asset Securitizationsthe obligations secured thereby nor (ii) the aggregate fair market value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to Holdings and all Subsidiaries) $500,000 at any one time.

Limitation on Liens. The Company will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company or the affected any of its Subsidiaries, as the case may be, in accordance with GAAP; (cb) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (dc) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fe) 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 property or minor imperfections in title thereto thatwhich, in the aggregate, are not material in amount, and that which do not in any case materially detract from the value of the Property property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (f) Liens on assets of corporations which become Subsidiaries of the Company after the date of this Agreement; provided that such Liens are in existence at the time the respective corporations become Subsidiaries of the Company and were not created in anticipation thereof; (g) Liens upon real and/or tangible personal Property property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property property before the time of its acquisition and was not created in anticipation thereof 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 Propertythe respective property; provided in the case of clause (B) that (i) such Lien attaches to such asset within 270 days after the acquisition or completion of construction and commencement of full operations thereof; provided, further that no such Lien shall extend to or cover any Property property of the Company or such Subsidiary other than the Property respective property so acquired and improvements thereon thereon; and (ii) provided, further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed 8095% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property the respective property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements[Intentionally Omitted]; (i) Liens arising out on assets consisting of a capital project and rights related thereto ("Project Assets") securing Indebtedness incurred to finance the acquisition, construction or securing Interest Rate Protection Agreementsdevelopment of such Project Assets; andprovided that (x) such Indebtedness is non-recourse to any other assets; (y) the aggregate principal amount of Indebtedness secured by Liens permitted by this paragraph (i) may at no time exceed $425,000,000 and (z) such Liens attach to such Project Assets within two years after the initial acquisition or completion of construction or development of such Project Assets; (j) Liens arising out upon real and/or personal property of Asset Securitizationsthe Company or any Subsidiary of the Company in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, to secure partial, progress, or advance or other payments pursuant to any contract or statute or to secure Indebtedness incurred for the purpose of refinancing all or any part of the purchase price or cost of constructing or improving such property; (k) additional Liens upon real and/or personal property created after the date hereof; provided that the aggregate outstanding Indebtedness secured thereby and incurred on and after the date hereof shall not at any time exceed 10% of Tangible Assets; and (l) any extension, renewal or replacement of the foregoing; provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property); provided that the sale, mortgage or other transfer of timber in connection with an arrangement under which the Company or any of its Subsidiaries is obligated to cut such timber (or any portion thereof) in order to provide the transferee with a specified amount of money (however determined) shall not be deemed to create Indebtedness secured by a Lien hereunder.

Limitation on Liens. The Company will not create, incur, assume ------------------- or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP;; Credit Agreement ---------------- (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9(h) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 thatwhich, in the aggregate, are not material in amount, and that 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 the Company or any of its SubsidiariesCompany; (g) Liens on any Property acquired by the Company after the date hereof from any Subsidiary of the Company, for consideration not in excess of the fair market value thereof, which Lien was not created in anticipation of such acquisition; (h) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company Company, each of which Liens either (A) existed on such Property before 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 refinance, or refund, refund the cost (including the cost of construction) of such Property; provided that (i) no such Lien shall extend to or cover any -------- Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time not exceed 80% of the fair market value (as determined determined) in good faith by a senior financial officer of the Company) of such Property at Credit Agreement ---------------- the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) additional Liens arising out of or securing Interest Rate Protection Agreementscreated after the date hereof so long as the Indebtedness secured thereby and incurred after the date hereof does not exceed $10,000,000 in the aggregate at any one time outstanding; and (j) any extension, renewal or replacement of the foregoing; provided -------- that the Liens arising out permitted by this paragraph shall not extend to or cover any additional Indebtedness or Property (other than a substitution of Asset Securitizationslike Property).

Limitation on Liens. The Company No Obligor will, nor will not it permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except:: Credit Agreement ---------------- (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I II hereto; (bc) Liens on Non-Mexican accounts receivable sold by Bonlam directly (or indirectly through other institutions) to Banco de National de Comercio Exterior, S.N.C. pursuant to its export sales program as described in Section 9.07(j) hereof; (d) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company such Obligor or the affected SubsidiariesRestricted Subsidiary, as the case may be, in accordance with GAAP; (ce) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of such Obligor or the affected Restricted Subsidiary, as the case may be, in accordance with GAAP, and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m10(h) hereof; (df) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (eg) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fh) 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 thatwhich, in the aggregate, are not material in amount, and that 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 the Company Obligors or any of its their Restricted Subsidiaries; (gi) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company any Obligor or any of its Credit Agreement ---------------- Subsidiaries, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof thereof, or (B) was created within 90 days of such acquisition 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; provided that (i) no such Lien shall extend to or cover any Property of the Company any Obligor or any such Subsidiary other than the Property so acquired and improvements thereon and thereon; (iij) additional Liens (including, without limitation, any extensions, renewals or replacements thereof permitted under the following clause (k)), so long as the aggregate principal amount of Indebtedness secured by thereby shall not exceed U.S. $10,000,000 at any such Lien shall at no one time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreementsoutstanding; and (jk) any extension, renewal or replacement of the foregoing, provided (A) that the Liens arising out permitted hereunder shall not be spread to cover any additional Indebtedness or Property (other than a substitution of Asset Securitizationslike Property) and (B) the aggregate amount of the obligations secured by such extension, renewal or replacement does not exceed the amount then being secured by the Lien being extended, renewed or replaced.

Limitation on Liens. The Company will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except:except (without duplication): (a) Liens created pursuant to the Security Documents or the Operative Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I heretohereto (excluding, however, following the making of the initial Loans hereunder, Liens securing Indebtedness to be repaid with the proceeds of such Loans, as indicated on said Schedule I); (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(mSECTION 11.01(H) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before 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; provided PROVIDED that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out on the Property of or a designated subsidiary securing Interest Rate Protection Agreements; andIndebtedness permitted pursuant to SECTION 9.07(E) hereof; (j) Liens arising out securing the Senior Notes that are PARI PASSU with the Liens in favor of Asset Securitizationsthe Administrative Agent and the Lenders under the Security Documents; and (k) Liens securing any Future Synthetic Lease Financing that are PARI PASSU with the Liens in favor of the Administrative Agent and the Lenders under the Security Documents.

Limitation on Liens. The Company US Borrower will not incur, create, assume, or permit to exist, and will not permit any Obligated Party to incur, assume create, assume, or suffer permit to exist exist, any Lien upon any of its Propertytheir respective properties, assets, or revenues, whether now owned or hereafter acquired, except:except the following (herein referred to as “Permitted Liens”): (a) Liens in existence on favor of the date hereof and listed in Part B of Schedule I heretoAdministrative Agents for the Secured Parties; (b) Encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of the US Borrower or any Obligated Party to use such assets in their respective businesses; (c) Liens imposed by any governmental authority for taxes, assessments assessments, or other governmental charges which are not yet due delinquent for longer than 90 days or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, for which adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPhave been established; (cd) carriers'Liens of landlords, tenants, vendors, mechanics, materialmen, warehousemen's, mechanics'carriers, materialmen's, repairmen's or other like similar statutory Liens arising securing obligations that are not delinquent for longer than 90 days and are incurred in the ordinary course of business that are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislationwhich adequate reserves have been established; (e) Liens resulting from good faith deposits to secure payments of workmen’s compensation or other social security programs or to secure the performance of bids, trade contracts (other than for Indebtedness), leasestenders, statutory obligations, surety and appeal bonds, performance bonds and bids, or contracts (other obligations than for payment of a like nature incurred Debt), or leases made in the ordinary course of business; (f) easements, rights-of-way, restrictions and other similar encumbrances Liens incurred in connection with Debt permitted under Section 10.1(d), so long as such Liens only extend to the ordinary course assets being acquired with the proceeds of business such Debt and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that do not in extend to any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiariesinventory; (g) Inchoate Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)arising under ERISA; (h) Liens arising out Rights of Repurchase Arrangementsset-off or banker’s liens created by law in favor of commercial banks; (i) Liens arising out of or securing Interest Rate Protection Agreementsto be discharged and released on the Effective Date; and (j) Liens arising out precautionary UCC filings regarding operating leases entered into in the ordinary course of Asset Securitizationsbusiness.

Limitation on Liens. The Company None of the Borrowers will, nor will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof First Restatement Effective Date and listed in Part B B-I of Schedule I heretoIII (or, to the extent not meeting the minimum thresholds for required listing on Schedule III pursuant to Section 7.11, in an aggregate amount not exceeding $10,000,000); (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company Borrowers or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof9.01(i); (de) pledges or deposits under worker's ’s compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company Borrowers or any of its their Subsidiaries; (gh) Liens upon real and/or tangible personal Property acquired after the date hereof First Restatement Effective Date (by purchase, construction or otherwise) by the Company Borrowers or any of their Subsidiaries and securing Indebtedness permitted under Section 8.07(f), each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company a Borrower or any such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanySenior Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out on the Collateral securing Indebtedness permitted to be incurred pursuant to Section 8.07(g) so long as a representative for the holders of such Indebtedness has entered into a Pari Passu Intercreditor Agreement or securing Interest Rate Protection Agreements; andJunior Lien Intercreditor Agreement; (j) Liens arising out securing other obligations of Asset Securitizationsthe Borrowers permitted to be incurred hereunder in an aggregate amount not to exceed $25,000,000 at any time outstanding; and (k) the Additional Tranche A-1Term Lender’s statutory Lien in the Additional Tranche A-1 Term Lender Equities.

Limitation on Liens. The Company will not create, incur, assume Create or suffer to exist any Lien upon any of its Propertythe Collateral, whether now owned or hereafter acquiredexcept (each of the following, except:a “Permitted Lien”): (ai) Liens at any time granted in existence on favor of Agent for the date hereof and listed in Part B benefit of Schedule I heretothe Secured Parties; (bii) Liens imposed by any governmental authority for taxes, assessments or governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA) which are not yet due due, or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless and for which the amount thereof is not material with respect to it or applicable Borrower maintains reasonable reserves on its financial condition, adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPbooks; (ciii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of the business of any Borrower by operation of law or regulation (including liens of carriers, warehousemen, mechanics, materialmen and other like Liens), (A) securing obligations that are not overdue for a period of by more than 30 days or that which are being contested in good faith and by appropriate proceedings and for which the affected Borrower maintains reasonable reserves on its books and (B) which Liens securing judgments but only do not, in the aggregate, materially detract from the value of the Collateral of such Borrower or materially impair the use thereof in the operation of the business of such Borrower; (iv) Liens existing on the date of this Agreement and identified on Schedule 8.2.4; (v) Liens, claims, demands and arrangements under the Mt. H▇▇▇▇ Owners Agreement, so long as such Liens, claims, demands and arrangements (A) do not relate to the Accounts, and (B) to the extent for an amount they relate to Inventory of Borrowers, such Liens, claims, demands and for arrangements are subject to a period not resulting in an Event Bailee Certificate between Agent and Alumax of Default under Section 9(m) hereofSouth Carolina, Inc.; (dvi) pledges Liens incurred or deposits under worker's made in the ordinary course of business in connection with (A) workers’ compensation, social security, unemployment insurance insurance, pension and other social security legislation; like laws or (eB) deposits to secure the performance of bids, trade contracts (other than for Indebtedness)contracts, leases, statutory obligations, surety and appeal bondswork in progress advances, bids, tenders, indemnity or performance bonds and other similar obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, which are not material incurred in amount, and connection with the borrowing of money or the payment of the deferred purchase price of Property; (vii) judgment Liens that do not in any case materially detract from the value give rise to an Event of the Property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection AgreementsDefault under subsection 10.1.13; and (jviii) such other Liens arising out of Asset Securitizationsas Majority Lenders may hereafter approve in writing.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its PropertyProperty or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company Borrower or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAP; (cb) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred and statutory or contractual bankers' Liens on monies held in bank accounts in the ordinary course of business; (fe) 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 thatwhich, in the aggregate, are not material substantial in amount, amount and that 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 Company Borrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional Property after the Effective Date (other than a substitution of like property) and that the amount of Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after securing Indebtedness of the date hereof Borrower or any other Subsidiary incurred pursuant to Section 7.2(k) to finance the acquisition (by purchase, construction or otherwise) by the Company each of which fixed or capital assets, provided that (i) such Liens either (A) shall be created within 180 days after such acquisition of such fixed or capital assets or such Liens existed on such Property before the time of its acquisition and was were not created in anticipation thereof, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and any accessions or attachments thereto, substitutions therefore and any sale or insurance proceeds thereof and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents and the Collateral Agency Agreement; (i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) attachment, judgment or other similar Liens arising in connection with court or arbitration proceedings, provided that the same are discharged, or that execution or enforcement thereof is stayed pending appeal, within 30 days or (Bin the case of any execution or enforcement pending appeal) was created solely for such lesser time during which such appeal may be taken; (k) possessory Liens in favor of brokers and dealers arising in connection with the purpose acquisition or disposition of investments of the type permitted in Section 7.8(b); provided that such Liens (i) attach only to such investments and (ii) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such investments and not any obligation in connection with margin financing; (l) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such PropertySubsidiary permitted by Section 7.2(i); provided that (i) no such Lien shall extend to or cover any Property of Liens and Indebtedness existed at the Company or time such Person became a Subsidiary other than the Property so acquired and improvements thereon and was not created in anticipation thereof, (ii) the principal amount of Indebtedness secured by any such Lien is not spread to cover any other property or assets of such Person after the time such Person becomes a Subsidiary, (iii) the amount of the Indebtedness secured thereby is not increased and (iv) immediately after giving effect to the incurrence of such Lien, no Default or Event of Default shall at no time have occurred and be continuing; (m) Liens in the nature of counterpart deposits or pledges of cash deposits of any Foreign Subsidiary to secure Indebtedness of any Foreign Subsidiary, which Indebtedness is permitted pursuant to Section 7.2, provided that the amount of any such deposit does not exceed 80the amount of the Indebtedness it secures; (n) Liens in the nature of options in respect of up to 15% of the fair market value Capital Stock of Panavision Canada Holdings held by its directors, officers or employees; (as determined o) Liens on the assets of any Foreign Subsidiary to secure its obligations in good faith by a senior financial officer respect of the Company) Indebtedness of such Property at the time it was acquired (by purchase, construction or otherwiseForeign Subsidiary under any Foreign Working Capital Lines of Credit permitted under Section 7.2(h); (hp) Liens in the nature of options granted to the other holder of Capital Stock of EFILM in respect of up to 29% of the Capital Stock of EFILM; (q) any rights of first offer or first refusal granted by the Borrower or Las Palmas to the other holder of Capital Stock of EFILM in respect of the Capital Stock of EFILM owned by the Borrower or Las Palmas contained in the documents governing the relationship of the holders of the Capital Stock of EFILM and any other rights granted to the other holder of the Capital Stock of EFILM substantially on the terms set forth in the EFILM Agreements and any material modifications thereto that are reasonably satisfactory to the Administrative Agent; (r) Liens on the assets of EFILM to secure Indebtedness of EFILM permitted by Section 7.2(i); (s) Liens arising out of Repurchase Arrangementsunder the Senior Note Indenture and the security documents relating thereto; (i) Liens arising out created by cash collateral agreements entered into by the Borrower and the Issuing Lender pursuant to Section 3.1 and (ii) Liens created by cash collateral agreements entered into by the Borrower and a replacement issuing lender with respect to the Letters of or securing Interest Rate Protection AgreementsCredit; and (ju) any extension, renewal or replacement of the foregoing; provided, that the Liens arising out permitted by this paragraph shall not extend to or cover any additional Indebtedness or Property (other than a substitution of Asset Securitizations.like Property);

Limitation on Liens. The Company will not shall not, nor shall it permit any of its Restricted Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon on any of its Propertytheir respective properties or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, without effectively providing that the Notes shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien, except: (ai) Liens in existence on the date hereof and listed in Part B of Schedule I heretoPermitted Liens; (bii) Liens imposed by securing obligations under the Senior Credit Facilities in an amount not to exceed $3.0 billion at any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless one time outstanding less the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPLiens outstanding under clause (iii) below; (ciii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens securing the 2014 Notes; (iv) Liens on receivables subject to a Receivable Financing Transaction; (v) Liens arising in connection with industrial development bonds or other industrial development, pollution control or other tax-favored or government-sponsored financing transactions, provided that such Liens do not at any time encumber any property other than the ordinary course of business that are not overdue for a period of more than 30 days property financed by such transaction and other property, assets or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only revenues related to the extent for an amount property so financed on which Liens are customarily granted in connection with such transactions (in each case, together with improvements and for a period not resulting in an Event of Default under Section 9(m) hereofattachments thereto); (dvi) pledges Liens granted after the Issue Date on any assets or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business properties of the Company or any of its SubsidiariesRestricted Subsidiaries to secure obligations under the Notes; (gvii) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchaseExtensions, construction or otherwise) by the Company each renewals and replacements of which Liens either (A) existed on such Property before the time of its acquisition and was not created any Lien described 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; provided that subsections (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and through (iivi) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreementsabove; and (jviii) Other Liens arising out in respect of Asset SecuritizationsIndebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount at any time not exceeding 10% of Consolidated Assets at such time.

Limitation on Liens. The Company will not not, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its their Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I heretohereto (excluding, however, following the making of the initial Loans hereunder, Liens securing Indebtedness to be repaid with the proceeds of such Loans, if any, indicated on said Schedule I); (bc) Liens imposed by any governmental authority for taxes, assessments assessments, charges or charges levies not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 45 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments (but only to the extent extent, for an amount and for a period not resulting in an Event of Default under Section 9(m10(h) hereof); (de) pledges or deposits under worker's compensation, unemployment insurance and other social security or similar legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety surety, stay, appeal and appeal indemnity bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 thatwhich, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (gh) Liens on Property of any corporation which becomes a Subsidiary of the Company after the date of this Agreement, provided that such Liens are in existence at the time such corporation becomes a Subsidiary of the Company and were not created in anticipation thereof; (i) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof 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; provided that (ix) no such Lien shall extend to or cover any Property of a Borrower or a Subsidiary of the Company or such Subsidiary other than the Property so acquired and improvements thereon and thereon; (iiy) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Companyapplicable Borrower) of such Property at the time it was acquired (by purchase, construction or otherwise); provided that the obligations of the Company or any Subsidiary of the Company in respect of Capital Lease Obligations under a capital lease of Property other than Hydrocarbon Property entered into in the ordinary course of business may be secured by a Lien on the Property subject to such capital lease and (z) no such Lien shall be incurred in connection with any Production Payment unless the Company, as promptly as reasonably practicable, and in any event within 10 days after the creation of such Lien, provides the Agent with information concerning the Production Payment which gave rise to such Lien and delivers to the Agent, promptly upon request, such additional information concerning such Production Payment or such Lien as the Agent or any Bank may reasonably request; (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising for farm-in, farm-out, joint operating, area of mutual interest agreements or similar agreements entered into by the Borrowers in the ordinary course of business which the Borrowers determine in good faith to be necessary for or advantageous to the economic development of their Properties; provided any farm-out agreements covering any Mortgaged Property shall require the prior written consent of Asset Securitizationsthe Majority Banks; (k) additional Liens upon real and/or personal Property created after the date hereof, provided that the aggregate Indebtedness secured thereby and incurred on and after the date hereof shall not exceed $1,000,000 in the aggregate at any one time outstanding; (l) Liens created pursuant to any Commodity Hedging Agreement or Interest Rate Protection Agreement (i) with any Bank or any Affiliate of such Bank, provided that the Majority Banks consent to the creation of such Lien or (ii) with any other Person, provided that the aggregate Indebtedness secured by all such Liens permitted by this clause (ii) shall not exceed $2,000,000 in the aggregate at any one time outstanding and no such Liens shall extend to any Mortgaged Properties; (m) Liens securing Indebtedness of the Company or its Subsidiaries permitted pursuant to Section 9.07(g) hereof, provided that the Company will not and will not permit its Subsidiaries to create any such Liens on any Mortgaged Property; (n) Liens securing obligations of a Subsidiary of the Company to the Company or to any Restricted Subsidiary or any obligations of the Company to a Restricted Subsidiary provided that such Liens are not (i) on Mortgaged Properties existing on the date hereof or (ii) on Mortgaged Properties acquired after the date hereof that are not subject to any Lien prior to the Lien of the Mortgage; and (o) any extension, renewal or replacement of the foregoing, provided that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or Property (other than a substitution of like Property).

Limitation on Liens. The Company Borrower will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed July 23, 1997 securing Indebtedness outstanding on July 23, 1997 in Part B of Schedule I heretoan aggregate principal amount not exceeding $50,000,000; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company Borrower or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 thatwhich, in the aggregate, are not material in amount, and that 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 the Company Borrower or any of its Subsidiaries; (g) Liens on Property of any corporation which becomes a Subsidiary of the Borrower after the date of this Agreement; provided that such Liens are in existence at the time such corporation becomes a Subsidiary of the Borrower, were not created in anticipation thereof and do not at any time secure any Indebtedness other than Indebtedness which was secured by such Liens at the time such corporation became a Subsidiary; (h) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company Borrower or any of its Subsidiaries, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof 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; provided that (i) no such Lien shall extend to or cover any Property of the Company Borrower or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangementsthereon; (i) Liens arising out incidental to the conduct of its business or securing Interest Rate Protection Agreements; andthe ownership of its Property which were not incurred in connection with the borrowing of money, the obtaining of credit or Derivatives Obligations, and which do not in the aggregate materially detract from the value of its Property or materially impair the use thereof in the operation of its business; (j) Liens arising out from judgments, decrees or attachments (including Liens securing appeal or other bonds therefor) not in excess of Asset Securitizations$25,000,000 in the aggregate and in circumstances not constituting an Event of Default under Section 6.01(h) hereof; (k) leases or subleases granted to others otherwise permitted by this Agreement; (l) UCC financing statements and other similar filings regarding leases and other Liens otherwise permitted by this Agreement; (m) rights to receive income in connection with consignment arrangements or licensing agreements in the ordinary course of the Borrower's or such Subsidiary's business, as the case may be; (n) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $50,000,000; (o) any extension, renewal or replacement of the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or Property (other than a substitution of like Property); and (p) Liens on "margin stock" (as defined in the Margin Regulations), if and to the extent that the value of such margin stock exceeds 25% of the total assets of the Borrower and its Subsidiaries subject to this Section. Notwithstanding the foregoing, nothing in this Section shall restrict the ability of the Borrower or any of its Subsidiaries to sell or assign its accounts receivable.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperties, assets or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) inchoate Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or governmental charges or levies or Liens for taxes, assessments, governmental charges or levies not yet due and payable or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Company Parent, the Borrower or the affected Restricted Subsidiaries, as the case may be, in accordance conformity with GAAP; (cb) statutory Liens of carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like similar Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; deposits securing liability to insurance carriers under insurance or self-insurance arrangements; and deposits to secure true leases in the ordinary course; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fd) 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 thatlandlords' Liens which, in the aggregate, are not material substantial in amount, amount and that which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Company Parent, the Borrower or any Restricted Subsidiary; (e) Liens securing Indebtedness permitted under Section 6.2(b) (including financing statements filed in connection with Financing Leases permitted under Section 6.2(b); provided that such Liens shall extend only to the equipment, fixtures and other similar property so financed (and improvements or attachments thereto) and the proceeds thereof; (f) any attachment or judgment Lien not constituting an Event of its SubsidiariesDefault under Section 7.1(i); (g) Liens upon real and/or tangible personal Property acquired after created pursuant to the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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 PropertySecurity Documents; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise);and (h) Liens arising out created by lease agreements to secure the payment of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizationsrental amounts and other sums not yet due thereunder.

Limitation on Liens. The Company will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except:except (without duplication): (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I heretohereto (excluding, however, following the making of the initial Loans hereunder, Liens securing Indebtedness to be repaid with the proceeds of such Loans, as indicated on said Schedule I); (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m10(h) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before 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; provided PROVIDED that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements;; and (i) Liens arising out on the Property of or a Designated Subsidiary securing Interest Rate Protection Agreements; and (jIndebtedness permitted pursuant to Section 9.07(e) Liens arising out of Asset Securitizationshereof.

Limitation on Liens. The Company will not shall not, nor shall it suffer ------------------- or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, except:other than the following "Permitted Liens"): ----------------- (a) Liens any Lien (i) identified on Schedule 7.01 and (ii) arising in existence on ------------- connection with the date hereof Agreement dated as of September 1991 between the Company and listed in Part B Isefi Finfactoring SpA, providing for the factoring by Isefi of Schedule I heretoreceivables of the Company and its Subsidiaries, provided, that the aggregate principal amount -------- secured by any such Lien shall not at any time exceed the Italian Lire equivalent of $10,000,000 plus accrued interest; (b) any Lien created under any Loan Document; (c) Liens imposed by any governmental authority for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that nonpayment thereof is permitted by Section 6.07, provided that no Notice of Lien has been filed or recorded; (d) Liens incurred or deposits made in the ordinary course of business, (i) in respect of leases, statutory obligations or claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons that are not yet due or that are being actively contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with and in respect to it or its financial condition, of which adequate reserves with respect thereto are maintained carried on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only Person liable therefor to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof;required by GAAP, (dii) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance insurance, social security and other social security legislation;like laws (other than ERISA), (eiii) deposits to secure the performance of letters of credit used in place of performance bonds, bids, trade contracts (other than for Indebtedness)leases, leasestenders, sales contracts, statutory obligations, government con tracts, surety and appeal bonds, performance bonds and other similar obligations of a like nature not incurred in connection with the ordinary course borrowing of business;money, the obtaining of advances or the payment of the deferred purchase price of Property, (fA) easementssuch obligations shall not have arisen in connection with the borrowing of money, rights-of-waythe obtaining of advances or credit, restrictions and other similar encumbrances incurred the sale of accounts receivable or the payment of the deferred purchase price of Property, and (B) such Liens shall not 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 that, in the aggregate, are not material in amount, and that do not in any case aggregate materially detract from the value of the Property subject thereto encumbered thereby or materially interfere with the use of such Property in the ordinary conduct of the owning Person's business; (v) which constitute purchase money security interests with respect to advances or the payment of deferred purchase price in connection with the purchase of goods and services in the ordinary course of business, provided that such Lien attaches solely to the Property so -------- ---- acquired in such transaction; (vi) which constitute Liens with respect to conditional sale or other title retention agreements and any lease in the nature thereof, provided that any such Lien with respect to conditional sales or -------- other title retention agreements encumbers only Property and accretions thereto (and proceeds arising from the disposition thereof) which are subject to such conditional sale or other title retention agreement or lease in the nature thereof and, provided, further, that the aggregate -------- ------- amount secured by all such conditional sale or other title retention agreements and leases in the nature thereof shall not be more than $5,000,000 (it being understood that additional amounts may be so secured if permissible under any other provision of this Section 7.01); (e) reservations, exceptions, encroachments, easements, rights- of-way, covenants, conditions, restrictions and other similar title exceptions or encumbrances affecting real Property, provided such Liens do not interfere -------- with the use of such Property in the ordinary conduct of the business of the Company or any of and its Subsidiaries, taken as a whole; (f) Liens on Property of a Subsidiary of the Company to secure obligations of such Subsidiary to the Company or another Subsidiary of the Company; (g) Liens upon real and/or tangible personal with respect to Capitalized Lease Obligations and financing leases (together with any related interest), provided that such Liens -------- encumber only Property and accretions thereto (and proceeds arising from the disposition thereof) acquired after with the date hereof proceeds of the Indebtedness secured thereby; (h) leases and subleases of, and licenses and sublicenses with respect to, Property where the Company or a Subsidiary of the Company is the lessor or licensor (or sublessor or sublicensor), provided that such leases, -------- subleases, licenses and sublicenses do not in the aggregate materially interfere with the business of the Company and its Subsidiaries taken as a whole; (i) Liens to secure appeal bonds, supersedeas bonds and other similar Liens arising in connection with court proceedings (including, without limitation, surety bonds and letters of credit) or any other instrument serving a similar purpose, provided that the aggregate amount so secured, together with -------- the aggregate amount secured pursuant to clause (ii) below, shall not at any time exceed $5,000,000 (it being understood that additional amounts may be so secured if permissible under any provision of this Section 7.01), and (ii) attachments, judgments and other similar Liens arising in connection with court proceedings, provided that the execution -------- or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by purchaseappropriate proceedings and, construction provided, further, that the aggregate amount -------- ------- so secured, together with the aggregate amount secured pursuant to clause (i) above, shall not exceed $5,000,000 (it being understood that additional amounts may be so secured if permissible under any other provision of this Section 7.01); (j) Liens on the Property of any corporation at the time such corporation becomes a Subsidiary of the Company, or otherwise) such corporation is acquired by, consolidated with or merged into the Company or a Subsidiary of the Company, and Liens on any Property at the time acquired by the Company or a Subsidiary of the Company, provided, in each case, that such Lien was not incurred in -------- contemplation of which Liens either such transaction; (Ak) existed on any Lien permitted by this Section 7.01 securing Indebtedness that is being renewed, extended or refunded, provided that the -------- principal amount of such Property before Indebtedness outstanding at the time of such renewal, extension or refunding is not increased and such Lien is not extended to any other Property (other than pursuant to its acquisition and was original terms); (l) Purchase Money Mortgages, provided that each such Purchase -------- Money Mortgage (i) secures an amount not created in anticipation thereof or (B) was created solely for exceeding 100% of the purpose lesser of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of constructionliabilities assumed) of such Property; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value at the time of acquisition or construction of the Property to which it relates (as determined in good faith by the Board of Directors), and (ii) encumbers only Property and accretions thereto (and proceeds arising from the disposition thereof) acquired or constructed with the proceeds of the Indebtedness secured thereby; (m) Liens which constitute rights of set-off of a senior financial officer customary nature or bankers' Liens with respect to amounts on deposit, whether arising by operation of law or by contract, in connection with working capital facilities, lines of credit, term loans, or other credit facilities and similar arrangements other than in connection with any Subordinated Debt entered into with banks in the ordinary course of business (to the extent that such Indebtedness is otherwise permitted pursuant to the terms of this Agreement); (n) Liens on inventory, if any, arising in connection with any arrangement pursuant to which the Company or a Subsidiary agrees to repurchase inventory from a customer or a third party providing financing to a customer; provided that the aggregate amount of such Indebtedness so secured shall not at -------- any time exceed $50,000,000; (o) Liens consisting of pledges of cash collateral or government securities to secure on a ▇▇▇▇-to-market basis Permitted Swap Obligations only, provided that (i) the counterparty to any Swap Contract relating to any such Permitted Swap Obligation is under a similar requirement to deliver similar collateral from time to time to the Company or the Subsidiary party thereto on a ▇▇▇▇-to-market basis; and (ii) the aggregate value of such collateral so pledged by the Company and the Subsidiaries together in favor of any counterparty does not at any time exceed $10,000,000; (p) Liens arising in favor of a Subsidiary of the Company in connection with transactions permitted pursuant to Section 7.02(f), provided that such Liens do not extend to any assets or Property other than the Foreign Receivables involved in such transaction; (q) Liens arising in connection with a transaction permitted under Section 7.15; and (r) Liens not otherwise permitted by this Section 7.01 on Property of the Company or any Subsidiary of the Company; provided that, as of -------- each Determination Date, the amount of (i) all Indebtedness secured by Liens permitted only by this subsection 7.01(r), plus ---- (ii) all Indebtedness of Subsidiaries of the Company (other than Indebtedness owed by a Subsidiary of the Company to the Company or another Subsidiary of the Company) and all Preferred Stock of the Company's Subsidiaries (other than such Preferred Stock owned by the Company or another Subsidiary of the Company), (without duplication) does not exceed 15% of Tangible Net Worth, in each case determined as of such Property at the time it was acquired Determination Date; and further provided that such Liens ------- -------- do not secure indebtedness for borrowed money loans or advances (by purchase, construction or otherwisewhich should not be deemed to include receivables factoring); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company will shall not, and shall not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its PropertyProperty or revenues, whether now owned or hereafter acquired, except:except for (collectively, the “Permitted Liens”): (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by the Company or its Restricted Subsidiaries, as applicable, through appropriate proceedings ifdiligently conducted, unless the amount thereof is not material with respect to it or its financial conditionprovided, however, that Liens shall only be permitted under this Section 4.16(a) if adequate reserves with respect thereto are maintained on the books of the Company or the affected and any Restricted Subsidiaries, as the case may be, in accordance conformity with U.S. GAAP; (cb) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that which are not substantial in amount (not to exceed U.S.$7,000,000 in the aggregate at any time outstanding) and are not overdue for a period of more than 30 thirty (30) days or that which are being contested in good faith and by the Company and/or its Restricted Subsidiaries, as applicable, through appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofdiligently conducted; (dc) pledges or deposits under worker's in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds bonds, and other obligations of a like nature nature, in each case incurred in the ordinary course of businessbusiness and not in substantial in amount (not to exceed U.S.$1,000,000 in the aggregate); (fe) easements, rights-of-way, restrictions restrictions, and other similar encumbrances encumbrances, in each case 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 thatwhich, in the aggregate, are not material substantial in amount, amount and that 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 Company or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 4.16(f) hereto, provided, however, that a Lien shall only be permitted under this Section 4.16(f) if, (x) such Lien does not cover, and is not spread or extended to cover, any additional Property after the Issue Date and (y) the amount of Indebtedness secured by such Lien is not increased; (g) Liens upon real and/or tangible personal created pursuant to the First Priority Security Documents; (h) Liens created pursuant to the Second Priority Security Documents with respect to Property acquired after in which the date hereof First Priority Collateral Trustee holds a valid, perfected, and enforceable first priority Lien, so long as the Intercreditor Agreement remains in full force and effect in accordance with its terms; (by purchase, construction i) any interest or otherwise) title of a lessor under any lease entered into by the Company each of which Liens either (A) existed on such Property before or any Restricted Subsidiary in the time ordinary course of its acquisition business and was not created covering only the assets so leased; (j) purchase money Liens and Liens in anticipation thereof or (B) was created solely for the purpose respect of securing Indebtedness representing, or incurred to finance, refinance or refundCapital Lease Obligations, the cost Indebtedness related to which is otherwise permitted under Section 4.14(a)(iii) and (including viii); (k) the cost retained rights of construction) of Mexico with respect to the Concessions; provided, that such Property; provided that (i) no such Lien shall rights do not extend to or cover any Property of the Company or such Subsidiary assets other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any rights granted under such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreementsagreements; and (jl) Liens arising out of Asset Securitizationsthe L▇▇▇▇ ▇▇▇▇▇, so long as the L▇▇▇▇ ▇▇▇▇▇ is not amended, modified, or supplemented in any respect that could have a Material Adverse Effect.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiariesapplicable Loan Party, as the case may be, in accordance conformity with GAAP; (cb) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that for amounts which are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceeding (such contest proceedings and Liens securing judgments but only conclusively operating to stay the extent for an amount and for a period not resulting sale of any portion of the Collateral on account of such Lien); provided, that adequate reserves with respect thereto are maintained on the books of the applicable Loan Party, as the case may be, in an Event of Default under Section 9(m) hereofconformity with GAAP; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; (ed) deposits by or on behalf of the Loan Parties to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;, including, without limitation, deposits permitted pursuant to Section 6.10(c) of the Disbursement Agreement. (fe) easements, rights-of-way, restrictions restrictions, encroachments and other similar encumbrances and other minor defects and irregularities in title, in each case 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 that, in the aggregate, are not material substantial in amount, amount and that 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 Company or applicable Loan Party; (f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional Property (other than proceeds thereof) after the Closing Date and that the amount of its SubsidiariesIndebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after created pursuant to the date hereof Security Documents (by purchaseincluding Liens created thereunder securing Specified Hedge Agreements); (h) leases and subleases permitted under Section 7.5(f) and any leasehold mortgage in favor of any party financing the lessee under any lease or sublease permitted under Section 7.5(f); provided, construction that (a) no Loan Party is liable for the payment of any principal of, or otherwiseinterest, premiums or fees on, such financing and (b) the affected lease and leasehold mortgage are expressly made subject and subordinate to the Lien of the applicable Mortgage; (i) Liens created by the Company Golf Course Lease, the Driving Range Lease, the Building Lease or the Employee Parking Lot Lease (in each case encumbering only the Property covered by such lease agreement); (j) licenses of which patents, trademarks and other intellectual property rights granted by a Loan Party in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of such Loan Party; (k) Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of securing Indebtedness representingpermitted under Section 7.2(f)(i); provided, that such Liens are junior in priority (other than in respect of the Second Mortgage Notes Proceeds Account) to the Liens securing the Obligations; (l) Liens with respect to Property of the Borrower securing Indebtedness permitted under Section 7.2(f)(ii) and to any proceeds thereof; provided, that such Liens attach only to the Specified FF&E (senior in priority to the Liens of the Security Documents on the Specified FF&E); (m) prior to the Final Completion Date any "Permitted Liens" under the Disbursement Agreement; (n) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (o) Permitted Encumbrances; (p) Liens arising from the filing of UCC financing statements relating solely to leases permitted by this Agreement; (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; (r) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any Real Estate; (s) Liens securing Indebtedness of the Loan Parties incurred pursuant to financeSection 7.2(g) to finance the acquisition of fixed or capital assets, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets (or the refinancing of such Indebtedness as otherwise permitted hereunder) (ii) such Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired (and improvements thereon and proceeds thereof) financed by such Indebtedness, (iiiii) the principal amount of Indebtedness secured thereby is not increased and (iv) the Property financed by any such Lien shall at no time exceed 80% Indebtedness is not of a type that will become affixed to the Project such that the removal thereof could reasonably be expected to materially interfere with the ongoing ordinary course operations of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)Project; (ht) Liens arising out securing Indebtedness of Repurchase Arrangementsthe Loan Parties incurred pursuant to Section 7.2(j) to finance the acquisition of the Additional Land, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the Additional Land, (ii) such Liens do not at any time encumber any Property other than the Additional Land (and proceeds thereof) and (iii) the principal amount of Indebtedness secured thereby is not increased; (iu) Liens arising out of or with respect to the Aircraft granted by World Travel to the Borrower securing Interest Rate Protection AgreementsIndebtedness under the Aircraft Note; and (jv) Liens arising out on cash disbursed pursuant to the Disbursement Agreement and deposited with, or held for the account of, any Loan Party securing reimbursement obligations under performance bonds, guaranties, commercial letters of Asset Securitizationscredit, bankers' acceptances or similar instruments permitted under Section 7.2(k), granted in favor of the issuers of such performance bonds, guaranties, commercial letters of credit or bankers' acceptances, so long as (i) any cash disbursed to secure such reimbursement obligations is invested in Permitted Securities only and (ii) the amount of cash and/or Permitted Securities secured by such Liens is note less than the amount of Indebtedness secured thereby and in any event does not exceed 110% of the amount of the Indebtedness secured thereby (ignoring, for purposes of this clause (ii), any interest earned or paid on such cash and any dividends or distributions declared or paid in respect of such Permitted Investments).

Limitation on Liens. The Company Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its PropertyCapital Stock), whether now owned or hereafter acquired, except:except for the following (collectively, the “Permitted Liens”): (a) Liens in existence on securing payment of the date hereof and listed in Part B of Schedule I heretoObligations; (b) Liens imposed identified in Schedule 10.02, including replacements, extensions, modifications or renewals of such Liens on the property subject to such Liens on the Closing Date; provided, that such replaced, extended or modified Lien does not extend to any additional property other than (i) after acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof; (c) Liens securing Indebtedness of the type permitted under Section 10.01(d); provided, that (i) such Lien is granted within ninety (90) days after such Indebtedness is incurred, (ii) the Indebtedness secured thereby does not exceed the lesser of the cost and the fair market value of the applicable property, improvements or equipment at the time of such acquisition (or construction) and (iii) such Lien secures only the assets that are the subject of the Indebtedness referred to in such clause; (d) Liens arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen, repairmen, contractors, subcontractors, suppliers and landlords, Liens in respect of taxes, and other similar Liens, in each case, incurred in the ordinary course of business for amounts (i) not yet overdue or, for Liens that are not with respect to taxes, who have been bonded or filed or signed lien waivers for all payments due, (ii) which remain payable without penalty for a period not greater than 90 days for Liens that are not with respect to taxes, or (iii) which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with the Accounting Principles shall have been established on its books; (e) Liens incurred or pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, stay, customs, appeal or performance bonds; (f) judgment Liens, judicial attachments or similar Liens which do not otherwise result in an Event of Default under Section 11.01(f) that (i) are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with the Accounting Principles shall have been established on its books to the extent that such Liens are being diligently protested by appropriate means or (ii) have not been discharged within thirty (30) days after the filing thereof; (g) easements, encroachments, protrusions, covenants, equitable servitudes, rights-of-way, land use, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any governmental authority material respect with the value or use of the property to which such Lien is attached, and in the case of any Real Property subject to a Mortgage, encumbrances disclosed in the title insurance policy issued to the Collateral Agent; (h) Liens for taxesTaxes, assessments or other governmental charges or levies not yet due delinquent, or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, diligently conducted and for which adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPGAAP shall have been established on its books; (ci) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for and consistent with past practice by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a period of more than 30 days depository institution or that are being contested in good faith and by appropriate proceedings securities intermediary and Liens securing judgments but only deemed to the extent for an amount and for a period not resulting exist in an Event of Default under Section 9(m) hereofconnection with investments in repurchase agreements constituting Cash Equivalents; (dj) pledges any interest or deposits title of a lessor, licensor or sublessor under worker's compensationany lease (including any ground lease), unemployment insurance license or sublease entered into by any such Credit Party or Subsidiary in the ordinary course of its business and other social security legislationcovering only the assets so leased, licensed or subleased; and (k) licenses, sublicenses, leases or subleases with respect to any asset granted to any Persons in the ordinary course of business; provided, that the same do not materially and adversely affect the business of the Borrower or its Subsidiaries or materially detract from the value of the assets of the Credit Parties or its Subsidiaries, taken as a whole, or secure any Indebtedness for borrowed money; (el) deposits (including letters of credit) to secure the performance of bids, government contracts, trade contracts and leases (other than for Indebtedness), leases, statutory obligations, utilities, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fm) easements, rights-of-way, restrictions Liens on equity interests in joint ventures securing the obligations thereof; (n) [reserved]; (i) Liens solely on assets of any Subsidiary that is not a Credit Party to secure Indebtedness permitted under Section 10.01(o) and other similar encumbrances incurred (ii) customary Liens granted on the Capital Stock of any Subsidiary that is not a Credit Party to the stockholders of such Subsidiary pursuant to the organizational documents of such Subsidiary; (p) 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; (q) Liens in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets or pursuant to customary reservations or retentions of title arising 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 that, in the aggregate, are not material in amount, consistent with past practice and that do not in any case materially detract from not securing Indebtedness; (r) Liens attaching to c▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or purchase agreement in respect of a Purchase that would reasonably be expected to result in a Permitted Acquisition or permitted Investment hereunder; (s) Liens arising by virtue of deposits made in the value ordinary course of business or on insurance policies and the proceeds thereof to secure liability for premiums to insurance carriers, including liens on unearned insurance premiums securing the financing thereof; (t) Liens consisting of Contractual Obligations of any Credit Party to consummate a Disposition that is permitted under Section 10.04 to the extent such Liens do not secure monetary obligations of the Property Credit Parties to applicable purchaser and escrow arrangements with respect to such Dispositions, and liens arising out of consignment, conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business and consistent with past practice to the extent such liens attach solely to the goods subject thereto to such consignment, conditional sale, title retention or interfere similar arrangement; (u) restrictions in joint venture agreements on the applicable joint venture granting Liens on its assets or the equity interests of such joint venture; (v) Liens on property or assets of a Person valued in an aggregate amount not to exceed $1,500,000 at any time (other than any Capital Stock of any Person) existing at the time such assets of such Person are acquired or such Person is merged into or consolidated with the ordinary conduct of the business of the Company Borrower or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after Subsidiaries or becomes a Subsidiary of the date hereof (by purchaseBorrower or any Guarantor; provided, construction that such Lien is not in the nature of a “blanket” or otherwise) by the Company each of which Liens either (A) existed on such Property before the time of its acquisition “all assets” Lien 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) contemplation of such Propertyacquisition, merger, consolidation or investment, and does not extend to any assets other than those acquired, merged or consolidated by the Credit Parties; provided further that (i) no such Lien shall extend to any Indebtedness or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness obligations secured by any such Lien Liens shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwiseotherwise be permitted under Section 10.01(p); (hw) Liens arising out of Repurchase Arrangementson escrow accounts securing amounts owed by Credit Parties and their Subsidiaries with respect to Permitted Acquisitions or Dispositions otherwise permitted hereunder to the extent such escrow arrangement is also permitted hereunder; (ix) other Liens securing liabilities or Indebtedness permitted under this Agreement in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; provided that such liens shall not be secured by cash and Cash Equivalents, shall not be secured by property other than Collateral and shall rank junior to the Liens securing the Obligations, pursuant to an intercreditor agreement acceptable to the Collateral Agent and the Administrative Agent; (y) Liens arising out of or securing Interest Rate Protection Agreementson cash collateral used to secure any judgment appeal in an amount and pursuant to procedures, in each case customary for such judgment appeal Liens; and (jz) Liens arising out consisting of Asset Securitizationscustomary 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.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxesTaxes, assessments or governmental charges or levies not yet due overdue for a period of more than 60 days or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, (provided that adequate reserves with respect thereto to such proceedings are maintained on the books of the Company ABL Administrative Borrower or the affected its Restricted Subsidiaries, as the case may be, in accordance conformity with GAAP); (ci) carriers'’, warehousemen's’s, landlord’s, mechanics'’, contractor’s, materialmen's’s, repairmen's ’s or other like Liens imposed by law or arising in the ordinary course of business which secure amounts that are not overdue for a period of more than 30 60 days or if more than 60 days overdue, are unfiled and no action has been taken to enforce such Lien, or that are being contested in good faith and by appropriate proceedings (provided that adequate reserves with respect to such proceedings are maintained in the books of the ABL Administrative Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP), (ii) Liens of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods and (iii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing judgments but only 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 extent for an amount and for a period not resulting purchase, shipment or storage of such inventory or such other goods in an Event the ordinary course of Default under Section 9(m) hereofbusiness; (dc) (i) pledges or deposits under worker's in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation 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 Parent, the ABL Administrative Borrower or any Restricted Subsidiaries; (ed) deposits by or on behalf of the ABL Administrative Borrower or any of its Restricted Subsidiaries to secure the performance of bids, trade contracts and governmental contracts (other than Indebtedness for Indebtednessborrowed money), leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions 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 defects that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company ABL Administrative Borrower and its Restricted Subsidiaries taken as a whole; (f) Liens in existence on the Closing Date (or, for title insurance policies issued in accordance with Section 5.10 hereof, on the date of such policies) and either (i) listed on Schedule 6.3(f), for Liens in existence on the Closing Date, or (ii) disclosed on any of its Subsidiariestitle insurance policies obtained on Mortgaged Properties in connection with Mortgages executed and delivered after the Closing Date; and Replacement Liens in respect thereof; (g) Liens upon securing Indebtedness of the ABL Administrative Borrower or any of its Restricted Subsidiaries incurred pursuant to Section 6.2(c) (and related obligations) to finance the acquisition, construction, installation, repair, replacement or improvement of fixed or capital assets or the refinancing thereof, provided that (i) such Liens shall be created within 270 days of the acquisition or replacement or completion of such construction, installation, repair or improvement or refinancing of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property acquired, constructed, installed, repaired, improved or financed by such Indebtedness when such Indebtedness was originally incurred, and the proceeds and products of such Property, and (iii) the principal amount of Indebtedness initially secured thereby is not more than 100% of the purchase price or cost of construction, installation, repair or improvement of such fixed or capital asset; provided that, in each case, individual financings of equipment provided by one lender or lessor may be cross collateralized to other outstanding financings of equipment provided by such lender or lessor; and Replacement Liens in respect thereof; (h) Liens created pursuant to the Loan Documents; (i) any interest or title of a lessor or sublessor under any lease or sublease or real and/or tangible personal Property acquired after the date hereof (by purchase, construction property license or otherwise) sub-license entered into by the Company each ABL Administrative Borrower or any Restricted Subsidiary in the ordinary course of which its business and covering only the assets so leased, subleased, licensed or sub-licensed and any Liens either (A) existed on such Property before lessor’s, sublessor’s, licensee’s or sub-licensee’s interest or title; (j) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h); (k) Liens existing on property at the time of its acquisition and was not created in anticipation thereof or (B) was created solely for existing on the purpose property of securing Indebtedness representing, or incurred to finance, refinance or refund, a Person which becomes a Restricted Subsidiary of the cost (including ABL Administrative Borrower after the cost of construction) of such PropertyClosing Date; provided that (i) no such Lien shall extend to Liens existed at the time such property was acquired or cover any Property such Person became a Restricted Subsidiary of the Company or such Subsidiary other than the Property so acquired and improvements thereon and ABL Administrative Borrower, (ii) such Liens were not granted in connection with or in contemplation of the principal amount of applicable acquisition, Permitted Acquisition or Investment, (iii) any Indebtedness secured thereby is permitted by any Section 6.2(g) and (iv) such Lien shall at no time exceed 80% of the fair market value Liens are not expanded to cover additional Property (as determined other than proceeds and products thereof) and Replacement Liens in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)respect thereof; (hl) Liens on the assets of Excluded Subsidiaries which secure only Indebtedness permitted pursuant to Section 6.2 and related obligations of Excluded Subsidiaries; (m) Liens consistent with those arising by operation of law consisting of customary and ordinary course rights of setoff upon deposits of cash and Cash Equivalents in favor of banks or other financial or depository institutions in the ordinary course of business; (n) Liens on insurance policies and the proceeds thereof securing insurance premium financing permitted hereunder; (o) [Reserved]; (p) Liens arising out of Repurchase Arrangementsconditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the ABL Administrative Borrower or any Restricted Subsidiary in the ordinary course of business; (q) (i) Liens of a collection bank arising out under Section 4-208 or 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and cash and Cash Equivalents on deposit in accounts maintained by the ABL Administrative Borrower or any Restricted Subsidiary, in each case under this clause (iii) granted in the ordinary course of business in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing Interest Rate Protection Agreementsamounts owing to such Person with respect to Cash Management Services (including, without limitation, operating account arrangements and those involving pooled accounts and netting arrangements); andprovided that, in the case of this clause (iii), 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 for borrowed money; (jr) non-exclusive licenses and sub-licenses of Intellectual Property granted by the ABL Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business (and, to the extent in existence on the Closing Date or granted by the ABL Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business, exclusive licenses and sub-licenses of Intellectual Property within the confines of a particular jurisdiction or territory outside of the United States and Canada); (s) UCC or PPSA financing statements or similar public filings that are filed as a precautionary measure in connection with operating leases or consignment of goods in the ordinary course of business; (t) Liens arising out on property purportedly rented to, or leased by, the ABL Administrative Borrower or any of Asset Securitizations.its Restricted Subsidiaries pursuant to a Sale and Leaseback Transaction; provided, that (i) such Sale and Leaseback Transaction is permitted by Section 6.11, (ii) such Liens do not encumber any other property of the ABL Administrative Borrower or its Restricted Subsidiaries, and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction; (u) Liens on the assets of Foreign Subsidiaries that secure only Indebtedness permitted pursuant to Section 6.2 and related obligations of Foreign Subsidiaries;

Limitation on Liens. The (a) Subject to clause (b) below, the Company will covenants and agrees that at all times following the earliest to occur of (1) the payment in full, of all Senior Secured Credit Facilities (other than surviving obligations thereunder), (2) June 13, 2024, (3) the date that is 91 days prior to the maturity date of the 2023 Existing Notes and (4) the date that is 91 days prior to the Maturity Date, the Company shall not, and shall not permit any of the Subsidiary Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of any such Person (including its PropertyCapital Stock), whether now owned or hereafter acquired, exceptexcept for the following: (ai) Liens securing Capitalized Lease Obligations and Liens securing Indebtedness of the type permitted under Section 5.14(b)(iv); provided, that (i) the principal amount of the Indebtedness secured thereby does not exceed the cost of the applicable property at the time of such acquisition, replacement or construction and (ii) such Lien secures only the assets that are the subject of the Indebtedness referred to in existence on the date hereof such clause and listed in Part B of Schedule I heretoproceeds thereof; (bii) Liens imposed arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen, suppliers, laborers and landlords and other similar Liens incurred in the ordinary course of business for amounts not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been established on its books; (iii) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety, bid, appeal or performance bonds; (iv) judgment Liens not constituting an Event of Default under Section 6.01(h); (v) easements, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any governmental authority material respect with the value or use of the property to which such Lien is attached; (vi) Liens for taxes, assessments or other governmental charges or levies not yet due and payable or not yet delinquent or that are being diligently contested in good faith and by appropriate proceedings if, unless and by proper proceedings which stay the amount thereof is not material with respect enforcement of any Lien as to it or its financial condition, which the Company has maintained adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cvii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a period of more than 30 days depository institution or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofsecurities intermediary; (dviii) pledges non-exclusive licenses, leases and sublicenses, and subleases granted by the Company or deposits under worker's compensationany Subsidiary Guarantor or leases or subleases by the Company or any Subsidiary Guarantor, unemployment insurance in the ordinary course of its business and other social security legislationcovering only the assets so licensed, sublicensed, leased, or subleased; (eix) deposits Liens that are customary rights of set-off relating to secure the performance establishment of bids, trade contracts depository relations with banks not given in connection with the issuance of Indebtedness; (x) Liens arising from the filing of precautionary Uniform Commercial Code financing statements (or similar filings under other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred applicable law) regarding operating leases or consignment or bailee arrangements in the ordinary course of business; (fxi) easements, rights-of-way, restrictions cash collateral securing Indebtedness permitted under Section 5.14(b)(xi) in an amount not to exceed 110% of the amount of such Indebtedness; (xii) Liens in favor of customs and other similar encumbrances incurred 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 and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreementsbusiness; and (jxiii) Liens arising out securing Indebtedness of Asset Securitizationsthe type permitted under Section 5.14(b)(xii). (b) Notwithstanding the foregoing clause (a), neither the Company nor any Subsidiary Guarantor shall be required to comply with this Section 5.15 from and after the date on which the aggregate principal balance of all Notes then Outstanding is equal to or less than ten percent (10%) of the original principal balance of the Initial Notes, at which time such clause (a) shall be of no further force or effect.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges Taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, PROVIDED that adequate reserves with respect thereto are maintained on the books of the Company Parent or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAPGAAP (or, in the case of foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (cb) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for which could not, individually or in the aggregate, reasonably be expected to have a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofMaterial Adverse Effect; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions and other similar encumbrances incurred Liens in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions existence on the use of Property or minor imperfections in title thereto thatdate hereof listed on Schedule 6.03(e), in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiariessecuring Indebtedness permitted by Section 6.02(b); (gf) purchase money Liens upon real and/or tangible personal Property acquired after of the date hereof (by purchaseParent and its Subsidiaries granted to the vendor or Person financing the acquisition of fixed or capital assets, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided PROVIDED that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any Property of the Company or such Subsidiary time encumber any property other than the Property so acquired property financed by such Indebtedness and improvements thereon the proceeds of such property in accordance with the instrument creating such Lien, and (iiiii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80100% of the fair market value (as determined in good faith by a senior financial officer of the Company) original purchase price of such Property property; (g) Liens on the property or assets of an entity which becomes a Subsidiary after the date hereof securing Indebtedness permitted by Section 6.02(c), PROVIDED that (i) such Liens existed at the time it was acquired such entity became a Subsidiary and were not created in anticipation thereof, (by purchase, construction ii) any such Lien is not spread to cover any property or otherwise)assets of such corporation after the time such entity becomes a Subsidiary (other than proceeds of the collateral originally subject to such Lien in accordance with the instrument creating such Lien) and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens arising out of Repurchase Arrangementscreated pursuant to the Security Documents; (i) Liens zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising out by, through or under a landlord or owner of the leased property, with or securing Interest Rate Protection Agreements; andwithout consent of the lessee) which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its businesses taken as a whole; (j) Liens arising out from judgments or decrees in circumstances not constituting an Event of Asset SecuritizationsDefault under paragraph (h) of Article VII; (k) any interest or title of a lessor or secured by a lessor's interest under any lease permitted by this Agreement; (l) leases or subleases granted to others not interfering in any material respect with the business of the Parent and its Subsidiaries, taken as a whole; (m) the replacement, extension or renewal of any Lien permitted by clauses (a) through (l) above upon or in the same assets theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby; (n) Liens securing the Indebtedness under the Existing Credit Agreement, and (o) Liens granted by a Foreign Subsidiary over its assets securing Indebtedness permitted by Section 6.02(f) incurred by that Foreign Subsidiary.

Limitation on Liens. The Company Borrower will not, and will not permit any of its Domestic Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its PropertyProperty (including, without limitation, any shares of stock of or Indebtedness of any Domestic Subsidiary), whether now owned or hereafter acquired, except: : (a) Liens in existence on the date hereof and listed in Part B of on Schedule I 8.04 hereto; ; (b) Liens imposed by any governmental authority for taxesTaxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company Borrower or the affected Subsidiaries, as the case may be, Domestic Subsidiaries in accordance with GAAP; ; (c) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9(h) hereof; ; (d) pledges or deposits under worker's ’s compensation, unemployment insurance and other social security legislation; ; (e) pledges or deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company will Borrower shall not, and shall not permit any of its Included Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, PROVIDED that adequate reserves with respect thereto are maintained on the books of the Company Borrower or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAP;; -------------------------------------------------------------------------------- (cb) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fe) 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 thatwhich, in the aggregate, are not material substantial in amount, amount and that which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiary; (f) Liens in existence on the Closing Date listed on Schedule VIII or described in the financial statements referred to in subsection 3.1 or in any notes thereto, securing Indebtedness permitted by subsection 6.2(b), PROVIDED that no such Lien is spread to cover any additional property after the Closing Date and that the amount of its SubsidiariesIndebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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 of the Borrower and its Subsidiaries permitted by subsection 6.2(a) incurred to financefinance the acquisition of fixed or capital assets, refinance or refund, the cost (including the cost of construction) of such Property; provided PROVIDED that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any Property of the Company or such Subsidiary time encumber any property other than the Property so acquired and improvements thereon property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iiiv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) purchase price of such Property at the time it was acquired (by purchase, construction or otherwise)property; (h) Liens arising out on the property or assets of Repurchase Arrangementsa corporation which becomes a Subsidiary after the date hereof securing Indebtedness permitted by subsection 6.2(c), PROVIDED that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets of such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased; (i) Liens arising out (not otherwise permitted hereunder) which secure obligations in an aggregate amount at any one time outstanding not exceeding as to the Borrower and its Included Subsidiaries an amount equal to 7% of the Consolidated Net Worth, measured at the time of the creation, incurrence or securing Interest Rate Protection Agreementsassumption of any such Lien and based upon the Consolidated Net Worth as at the end of the most recently completed fiscal quarter of the Borrower for which financial statements have been furnished to the Administrative Agent pursuant to subsection 5.1; and-------------------------------------------------------------------------------- (j) Liens arising out on "margin stock" within the meaning of Asset SecuritizationsRegulation U to the extent that margin stock would, but for this paragraph (j), represent more than 25% of the value of the assets subject to this subsection 6.3; (k) Liens on cash or cash equivalents to secure obligations of the Borrower and its Subsidiaries in respect of any interest rate and currency hedging agreements entered into in the ordinary course of business and not for speculative purposes, and Liens with respect to hedging accounts maintained with dealers of NYMEX or similar contracts which require the maintenance of cash margin account balances; and (l) Liens provided for or required to be granted by the Borrower or FTC under any Lease Financing Arrangement, which Liens shall not limit or apply against the right of the Borrower and its Included Subsidiaries to create, incur, assume or permit to exist Liens that comply with the provisions of paragraphs (a) through (k) of this subsection 6.3.

Limitation on Liens. The Company Borrower will not incur, create, assume, or permit to exist, and will not permit any Subsidiary to incur, assume create, assume, or suffer permit to exist exist, any Lien upon any of its Propertytheir respective properties, assets, or revenues, whether now owned or hereafter acquired, except:except the following (herein referred to as "Permitted Liens"): (a) Liens in existence disclosed on the date hereof and listed in Part B of Schedule I 10.2 hereto; (b) Liens imposed by any governmental authority in favor of the Agent for the benefit of the Banks and the Issuing Bank; (c) Encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of the Borrower or its Subsidiaries to use such assets in their respective businesses; (d) Liens for taxes, assessments assessments, or other governmental charges which are not yet due delinquent for longer than ninety (90) days or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, for which adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPhave been established; (ce) carriers'Liens of landlords, tenants, vendors, mechanics, materialmen, warehousemen's, mechanics'carriers, materialmen's, repairmen's or other like similar statutory Liens arising securing obligations that are not delinquent for longer than ninety (90) days and are incurred in the ordinary course of business that are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofwhich adequate reserves have been established; (df) pledges Liens resulting from good faith deposits to secure payments of workmen's compensation or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits programs or to secure the performance of bids, trade contracts (other than for Indebtedness), leasestenders, statutory obligations, surety and appeal bonds, performance bonds and bids, or contracts (other obligations than for payment of a like nature incurred Debt), or leases made in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property incurred in connection with Debt permitted under Section 10.1(f), so long as such Liens only extend to the assets being acquired after with the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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) proceeds of such Property; provided that (i) no such Lien shall Debt and do not extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)Inventory; (h) Liens arising out incurred in connection with the Energy Capital Subordinated Debt, so long as such Liens are and shall remain junior in priority to the Liens on the Collateral in favor of Repurchase Arrangementsthe Agent; (i) Inchoate Liens arising out under ERISA; (j) Rights of set-off or securing Interest Rate Protection Agreementsbanker's liens created by law in favor of commercial banks, (k) Liens to be discharged and released on the Effective Date; and (jl) Liens arising out precautionary UCC filings regarding operating leases entered into in the ordinary course of Asset Securitizationsbusiness.

Limitation on Liens. The Company will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its PropertyProperty (other than Property consisting of Margin Stock held as part of "separate account assets", so long as the liabilities or obligations in respect of such "separate account assets" have not been Guaranteed by the Company or any of its Subsidiaries), whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I heretohereof; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPGAAP or SAP, as the case may be; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9(i) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds bonds, letters of credit and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens arising under escrows, trusts, custodianships, separate accounts, funds withheld procedures, and similar deposits, arrangements, or agreements established with respect to insurance policies, annuities, guaranteed investment contracts and similar products underwritten by, or Reinsurance Agreements entered into by, any Insurance Subsidiary in the ordinary course of business; (h) deposits with insurance regulatory authorities; (i) Liens on Property of any corporation that becomes a Subsidiary of the Company after the date hereof, provided that such Liens are in existence at the time such corporation becomes a Subsidiary of the Company and were not created in anticipation thereof; (j) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (hk) Liens arising out of Repurchase Arrangementsthe "closed block" of certain individual participating life insurance policies and contracts of FAFLIC in effect as of the effective date of the demutualization of FAFLIC; (il) additional Liens arising out of or securing Interest Rate Protection Agreementsupon real and/or personal Property created after the date hereof, provided that the aggregate Indebtedness secured thereby and incurred on and after the date hereof shall not exceed $10,000,000 in the aggregate at any one time outstanding; and (jm) any extension, renewal or replacement of the foregoing; provided that the Liens arising out permitted hereunder shall not be spread to cover any additional Indebtedness or Property (other than a substitute of Asset Securitizationslike Property) unless such additional Indebtedness or Property would have been permitted in connection with the original creation, incurrence or assumption of such Lien.

Limitation on Liens. The Company Guarantor will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and (i) listed in Part B of Schedule I heretohereto or (ii) listed in any policy of title insurance delivered to the Administrative Agent in respect of the real Property subject to a Mortgage; (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company Guarantor or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent extent, for an amount and for a period not resulting in an Event of Default under Section 9(m10(h) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 Property, encroachments, protrusions or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the Property Credit Agreement subject thereto or materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (gh) Liens on Property of any Person that becomes a Subsidiary of the Guarantor after the Effective Date; provided that such Liens are in existence at the time such corporation becomes a Subsidiary of the Guarantor and were not created in anticipation thereof; (i) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created within 120 days of the acquisition or completion of construction of such Property 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80100% of the fair market value (as determined in good faith by a senior financial officer Responsible Officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (hj) Liens in respect of Capital Lease Obligations to the extent permitted by Section 9.07 hereof and Liens arising out under any equipment, furniture or fixtures leases or Property consignments to the Guarantor or any Subsidiary for which the filing of Repurchase Arrangementsa precautionary financing statement is permitted under Section 5.02 of the Security Agreement or Section 6.02 of the Subsidiary Guarantee and Security Agreement; (ik) licenses, leases or subleases granted to others in the ordinary course of business not materially interfering with the conduct of the business of the Company and its Subsidiaries taken as a whole; (l) statutory and contractual landlords' liens under leases to which the Company or any of its Subsidiaries is a party; (m) any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement; (n) Liens in favor of a banking institution arising out as a matter of or securing Interest Rate Protection Agreements; andlaw 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; (jo) Liens in favor of customs and revenue authorities arising out as a matter of Asset Securitizationslaw to secure the payment of customs' duties in connection with the importation of goods; (p) Liens (if any) created by the Receivables Company in connection with the Receivables Financing; and Credit Agreement (q) any extension, renewal or replacement of the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or Property (other than a substitution of like Property).

Limitation on Liens. The Company will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; 24184999 (b) Liens in existence on the date hereof and listed in Part B A of Schedule I heretohereto (excluding, however, following the making of the initial Loans hereunder, Liens securing Indebtedness to be repaid with the proceeds of such Loans, as indicated on said Schedule I); (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 60 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m10(h) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries;; and (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company Borrower will not not, nor will the Borrower permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its PropertyProperty (including, without limitation, the Property covered by the Security Documents), whether now owned or hereafter acquired, except: (a) Liens in existence created by the Security Documents including, without limitation, such Liens securing Indebtedness to any Bank incurred as permitted by Section 8.07(e) hereof; (b) Liens on assets of its Subsidiaries existing on the date hereof and listed in Part B Schedule V hereto (except that CREDIT AGREEMENT ---------------- nothing herein shall limit or otherwise affect the obligation of Schedule I heretothe Borrower under Section 8.22(a) hereof to deliver Title Policies or Title Commitments containing only such exceptions and such affirmative coverage and endorsements as are approved or required by the Majority Banks under said Section 8.22(a)); (bc) Liens imposed by any governmental authority for taxes, assessments or charges imposed on it or any of its property by any governmental authority not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company Borrower or the affected any of its Subsidiaries, as the case may be, in accordance with GAAP; (cd) statutory Liens of carriers', warehousemen's, mechanics', materialmen's, repairmen's , or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) Liens (other than any Lien imposed by ERISA) incurred on deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 thatthereto, all of which, in the aggregate, are not material in amount, and that 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 Company Borrower or any of its Subsidiaries; (gh) Liens upon real and/or tangible personal Property acquired after (except in the date hereof (by purchase, construction or otherwisecase of Mortgage Properties) securing Indebtedness incurred by the Company each of which Liens either (A) existed on such Property before the time Borrower or any of its acquisition Subsidiaries to finance the purchase of Property used in the ordinary course of its business in an aggregate amount not exceeding $4,000,000 (as to the Borrower and was not created in anticipation thereof or (Bits Subsidiaries) was created solely for the purpose of securing Indebtedness representingat any one time outstanding, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) so long as no CREDIT AGREEMENT ---------------- -88- such Lien shall extend to or cover any other Property of the Company or such Subsidiary secure any Indebtedness other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any incurred to purchase such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase ArrangementsProperty; (i) additional Liens arising out (except in the case of Mortgage Properties) securing Indebtedness or securing Interest Rate Protection Agreementsother obligations of the Borrower or any of its Subsidiaries in an aggregate amount not exceeding $400,000 (as to the Borrower and its Subsidiaries) at any one time outstanding; (j) any extension, renewal or replacement of the foregoing, PROVIDED that the Liens permitted by this clause (j) shall not be spread to cover any additional Indebtedness or Property (other than a substitution of like Property); and (jk) until the Effective Date, the Liens arising out in respect of Asset Securitizationsthe Existing Credit Agreement.

Limitation on Liens. The Company Parent Guarantor will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, Credit Agreement 88 - 83 - unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company Parent Guarantor or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's, banker's or other like Liens Liens, and rights of set-off, arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m10(h) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company Parent Guarantor or any of its Subsidiaries; (gh) Liens on Property of any Person that becomes a Subsidiary of the Company after the date hereof, provided that such Liens are in existence at the time such Person becomes a Subsidiary of the Company and were not created in anticipation thereof; (i) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before 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 Credit Agreement 89 - 84 - to finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) additional Liens arising out of Asset Securitizationsupon real and/or personal Property created after the date hereof, provided that the aggregate Indebtedness secured thereby and incurred on and after the date hereof shall not exceed $1,000,000 in the aggregate at any one time outstanding.

Limitation on Liens. (a) The Company will not not, nor will it -------------------- permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except:except (subject to paragraph (b) of this Section 8.07): (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (bi) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected any of its Subsidiaries, as the case may be, in accordance with GAAP; (cii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent extent, for an amount and for a period not resulting in an Event of Default under Section 9(m9(h) hereof; (diii) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (eiv) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligationsobligations (including those in respect of insurance company qualification requirements), surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fv) 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 thatwhich, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (gvi) Liens upon personal Property securing obligations arising out of Derivatives Obligations entered into solely for hedging purposes; (vii) Liens on (A) marketable direct obligations issued or unconditionally guaranteed or insured by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America sold by the Company or any of its Subsidiaries under a repurchase agreement with a bank or a primary dealer of United States government securities (a "Repo Counterparty ") maturing ----------------- within 30 days from the date of sale, provided that the terms of such agreement comply with the guidelines set forth in the Federal Financial Institutions Examination Council Supervisory Policy -- Repurchase Agreements of Depositary Institutions With Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985 (or any successor guidelines) and (B) other marketable debt securities under a repurchase agreement and/or securities lending agreement with a bank or a primary dealer of such securities (the "Counterparty") maturing within 30 ------------ days from the date of sale if the terms of such agreement comply with such guidelines; provided that, in the case of any mortgage-backed security subject to such an arrangement, the Counterparty thereof may, in lieu of returning such security, return another mortgage-backed security of the same value, yield and rating, and otherwise having comparable economic terms; provided further that the Company and its Subsidiaries will continue their policies in effect on the date hereof requiring collateral from their Repo Counterparties and Counterparties; (viii) Liens on (x) Property acquired or (y) Property of any Person which is subject to a Corporate Acquisition, in each case, after the date of this Agreement, provided that such Liens are in existence at the time such acquisition and were not created in anticipation thereof; provided further, the aggregate Indebtedness secured thereby shall not exceed $25,000,000 in the aggregate at any one time outstanding; (ix) additional Liens upon real and/or tangible personal Property acquired after the date hereof (by purchaseProperty, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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 refundprovided that, the cost (including the cost of construction) of such Property; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of aggregate Indebtedness secured by thereby shall not exceed $25,000,000 in the aggregate at any such Lien shall at no one time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreementsoutstanding; and (jx) any extension, renewal or replacement of the foregoing, provided, however, that the Liens arising out permitted hereunder shall not be spread to cover any additional Indebtedness or Property (other than a substitution of Asset Securitizationslike Property). (b) Notwithstanding subparagraphs (a)(i) through (a)(x) of this Section 8.07, the Company will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any stock issued by any Insurance Subsidiary.

Limitation on Liens. The Company will not create, incur, assume or suffer to exist any Lien upon any of its Property and will not allow any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of their respective Property, whether now owned or hereafter acquired, except: (a) Liens in existence on created pursuant to the date hereof and listed in Part B of Schedule I heretoSecurity Documents; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9(h) hereof; (d) pledges or deposits under worker's ’s compensation, unemployment insurance and other social security legislation; (e) Liens on the warehouse facility in Baltimore, Maryland securing the Indebtedness permitted under Section 8.07(c) hereof; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries;; and (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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 permitted pursuant to finance, refinance or refund, the cost (including the cost of constructionSection 8.07(e) of such Property; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizationshereof.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer permit to exist any Lien upon on any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance conformity with GAAP; (cb) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlords’ or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 45 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting proceedings; provided that adequate reserves with respect thereto are maintained in an Event of Default under Section 9(m) hereofconformity with GAAP; (dc) Liens (other than any Lien imposed by ERISA, the PBA or Canadian federal or provincial statutes in relation to pension plans or any other applicable domestic or foreign employee benefit plan law) consisting of pledges or deposits under worker's in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation in the ordinary course of business; (ed) deposits by or on behalf of the Company or any of its Subsidiaries to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; provided that the aggregate amount of all deposits at any one time securing appeal bonds, together with the aggregate amount of all judgment obligations and awards subject to Liens permitted pursuant to Section 6.02(j), does not exceed $50,000,000 at any time outstanding (for purposes of determining compliance with this proviso, excluding any judgment obligations or awards and any deposits securing appeal bonds, in any such case to the extent the judgment obligations, awards or obligations subject to appeal are covered by insurance as to which the respective insurer has been notified and not denied coverage); (fe) 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 that, in the aggregate, are not material substantial in amount, amount and that 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 Company or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 6.02(f), securing Indebtedness permitted by Section 6.01(d), provided that no such Lien is spread to cover any additional Property after the Effective Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by securing Indebtedness of the Company each of which Liens either (A) existed on such Property before the time or any of its Subsidiaries incurred pursuant to Section 6.01(c) to finance the acquisition and was not created in anticipation thereof of fixed or (B) was created solely for the purpose of securing Indebtedness representingcapital assets, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and financed by such Indebtedness, (iiiii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80thereby is not increased and (iv) the amount of Indebtedness initially secured thereby is not more than 100% of the fair market value (as determined in good faith by a senior financial officer of the Company) purchase price of such Property at the time it was acquired (by purchase, construction fixed or otherwise)capital asset; (h) Liens arising out of Repurchase Arrangementscreated pursuant to the Collateral Documents and the Canadian Intercompany Collateral Agreements; (i) Liens arising out any interest or title of a lessor under any lease entered into by the Company or securing Interest Rate Protection Agreements; andany of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (j) Liens arising out of Asset Securitizationsthe existence of judgments or awards in respect of which the Company or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all judgment obligations and awards subject to Liens pursuant to this clause (j), together with the aggregate amount of all deposits at any one time securing appeal bonds pursuant to Section 6.02(d), does not exceed $50,000,000 at any time (for purposes of determining compliance with this proviso, excluding any judgment obligations or awards and any deposits securing appeal bonds, in any such case to the extent the judgment obligations, awards or obligations subject to appeal are covered by insurance as to which the respective insurer has been notified and not denied coverage); (k) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by any Loan Party in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the Company or any of its Subsidiaries to provide collateral to the depository institution; (l) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business; (m) [reserved]; (n) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (o) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the Company in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) without duplication, the aggregate amount of all Indebtedness that is secured by such Liens, together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(g) and 6.01(h), does not exceed the Restricted Debt Basket Amount at any one time outstanding (and is otherwise permitted to exist under Section 6.01(h)), and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property or asset of the Company or any of its Subsidiaries; (p) [reserved]; (q) Liens securing Attributable Debt in respect of Permitted Sale-Leaseback Transactions; provided that (I) such Liens shall be created substantially simultaneously with the consummation of the respective Sale-Leaseback Transaction and (II) such Liens shall not at any time encumber any Property other than the Property sold pursuant to such Sale-Leaseback Transaction; (r) Liens on Permitted Receivables Facility Assets arising under Permitted Receivables Facilities and Liens on accounts receivable sold pursuant to Permitted Factoring Transactions; and (s) Liens not otherwise permitted by this Section 6.02, so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate Fair Market Value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Company and all Subsidiaries) $25,000,000 at any one time.

Limitation on Liens. The Company will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b▇) Liens ▇▇▇▇▇ imposed by any governmental authority for taxes, assessments or charges not yet due delinquent or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company - 100 - or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, landlord's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and proceedings; (e) Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9(i) hereof; (df) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (eg) deposits or pledges to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fh) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (gi) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) ), or upon other property acquired after the date hereof as a Capital Expenditure, by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before 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; provided PROVIDED that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and acquired, (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer Responsible Financial Officer of the Company) of such Property at the time it was acquired acquired, and (iii) the principal amount of all Indebtedness (other than Indebtedness permitted by purchase, construction or otherwise)Section 8.07(e) hereof) secured by such Liens shall not exceed $500,000 in the aggregate; (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out upon real Property heretofore leased or leased after the date hereof (under operating or capital leases) in the ordinary course of Asset Securitizationsbusiness by the Company or any of its Subsidiaries in favor of the lessor created at the inception of the lease transaction, securing obligations of the Company or any of its Subsidiaries under or in respect of such lease and extending to or covering only the Property subject to such lease and improvements thereon; (k) Liens of sellers or creditors of sellers of farm products encumbering such farm products when sold to any of the Obligors pursuant to the Food Security Act of 1985 or pursuant to similar state laws to the extent such Liens may be deemed to extend to the assets of such Obligors; (l) protective Uniform Commercial Code filings with respect to personal Property leased by any Obligor; and (m) any extension, renewal or replacement of the foregoing, PROVIDED, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or Property.

Limitation on Liens. The Company will Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its Property, assets or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on created hereunder or under any of the date hereof and listed in Part B of Schedule I heretoother Loan Documents; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due delinquent or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company Borrower or the affected Subsidiariesa Subsidiary, as the case may beapplicable, in accordance conformity with GAAP; (c) Liens created by operation of law not securing the payment of Indebtedness from money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 45 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (d) pledges Pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislationlegislation and deposit securing liability to insurance carriers under insurance or self-insurance arrangements; (e) deposits Deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) easementsEasements, rights-of-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 thatwhich, in the aggregate, are would not material in amount, and that 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 the Company or any of its Subsidiariescause a Material Adverse Effect; (g) Liens upon real and/or tangible personal Property acquired after in existence on the date hereof (by purchaseClosing Date listed on Schedule 2, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend is spread to or cover any Property of additional property after the Company or such Subsidiary other than Closing Date and that the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); thereby is not increased; and (h) Liens arising out securing capital expenditures incurred by the Parent and all of Repurchase Arrangements; (i) Liens arising out its Subsidiaries not to exceed an aggregate amount of or securing Interest Rate Protection Agreements; and (j) Liens arising out $15,000,000 in fiscal year 1998 and of Asset Securitizations$10,000,000 in fiscal year 1999.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer permit to exist any Lien upon on any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance conformity with GAAP; (cb) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlords’ or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 45 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting proceedings; provided that adequate reserves with respect thereto are maintained in an Event of Default under Section 9(m) hereofconformity with GAAP; (dc) Liens (other than any Lien imposed by ERISA, the PBA or Canadian federal or provincial statutes in relation to pension plans or any other applicable domestic or foreign employee benefit plan law) consisting of pledges or deposits under worker's in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation in the ordinary course of business; (ed) deposits by or on behalf of the Company or any of its Subsidiaries to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; provided that the aggregate amount of all deposits at any one time securing appeal bonds, together with the aggregate amount of all judgment obligations and awards subject to Liens permitted pursuant to Section 6.02(j), does not exceed $75,000,000 at any time outstanding (for purposes of determining compliance with this proviso, excluding any judgment obligations or awards and any deposits securing appeal bonds, in any such case to the extent the judgment obligations, awards or obligations subject to appeal are covered by insurance as to which the respective insurer has been notified and not denied coverage); (fe) 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 that, in the aggregate, are not material substantial in amount, amount and that 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 Company or any of its Subsidiaries; (f) Liens in existence on the Restatement Effective Date listed on Schedule 6.02(f), securing Indebtedness permitted by Section 6.01(d), provided that no such Lien is spread to cover any additional Property after the Restatement Effective Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by securing Indebtedness of the Company each of which Liens either (A) existed on such Property before the time or any of its Subsidiaries incurred pursuant to Section 6.01(c) to finance the acquisition and was not created in anticipation thereof of fixed or (B) was created solely for the purpose of securing Indebtedness representingcapital assets, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and financed by such Indebtedness, (iiiii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80thereby is not increased and (iv) the amount of Indebtedness initially secured thereby is not more than 100% of the fair market value (as determined in good faith by a senior financial officer of the Company) purchase price of such Property at the time it was acquired (by purchase, construction fixed or otherwise)capital asset; (h) Liens arising out of Repurchase Arrangementscreated pursuant to the Collateral Documents and the Canadian Intercompany Collateral Agreements; (i) Liens arising out any interest or title of a lessor under any lease entered into by the Company or securing Interest Rate Protection Agreements; andany of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (j) Liens arising out of Asset Securitizationsthe existence of judgments or awards in respect of which the Company or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all judgment obligations and awards subject to Liens pursuant to this clause (j), together with the aggregate amount of all deposits at any one time securing appeal bonds pursuant to Section 6.02(d), does not exceed $75,000,000 at any time (for purposes of determining compliance with this proviso, excluding any judgment obligations or awards and any deposits securing appeal bonds, in any such case to the extent the judgment obligations, awards or obligations subject to appeal are covered by insurance as to which the respective insurer has been notified and not denied coverage); (k) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution or, solely in respect of LKQ Netherlands, any Lien or right of set-off created pursuant to the general conditions of a bank operating in the Netherlands based on the general conditions drawn up in consultation between the Netherlands Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) and the consumers’ organisation (Consumentenbond); provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by any Loan Party in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the Company or any of its Subsidiaries to provide collateral to the depository institution; (l) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business; (m) Liens of any supplier to a Subsidiary in the United Kingdom in the form of customary purchase money title retention interests arising in the ordinary course of business on inventory sold by such supplier to such Subsidiary; (n) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (o) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the Company in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) without duplication, the aggregate amount of all Indebtedness that is secured by such Liens, together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(g) and 6.01(h), does not exceed the Restricted Debt Basket Amount at any one time outstanding (and is otherwise permitted to exist under Section 6.01(h)), and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property or asset of the Company or any of its Subsidiaries; (p) Liens securing Attributable Debt in respect of Permitted Sale-Leaseback Transactions; provided that (I) such Liens shall be created substantially simultaneously with the consummation of the respective Sale-Leaseback Transaction and (II) such Liens shall not at any time encumber any Property other than the Property sold pursuant to such Sale-Leaseback Transaction; (q) Liens on Permitted Receivables Facility Assets arising under Permitted Receivables Facilities and Liens on accounts receivable sold pursuant to Permitted Factoring Transactions; (r) customary Liens and rights of setoff in favor of a credit card or debit card processor under any processor agreement and relating solely to the amounts paid or payable thereunder, and customary deposits on reserve held by such credit card or debit card processor, in each case arising in the ordinary course of business; provided that no such Lien permitted by this clause (r) shall remain in existence longer than five (5) Business Days; (s) Liens on eligible accounts receivable and eligible inventory of Foreign Subsidiaries securing Indebtedness permitted by Section 6.01(p); (t) Liens securing Permitted Secured Debt so long as such Permitted Secured Debt is permitted by Section 6.01(r); (u) pledges and deposits made by any Captive Insurance Subsidiary in respect of capital requirements required by any applicable Governmental Authority in connection with such Captive Insurance Subsidiary’s captive insurance program; and (v) Liens not otherwise permitted by this Section 6.02, so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate Fair Market Value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Company and all Subsidiaries) $125,000,000 at any one time. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall create, assume or permit to exist any Lien on any of its real Property other than pursuant to subsections (a) through (j), (l), (o) and (p) of this Section 6.02. Any reference herein or in any of the other Loan Documents to a Permitted Lien is not intended to subordinate or postpone or address the priority, and shall not be interpreted as subordinating or postponing or addressing the priority, or as any agreement to subordinate or postpone or address the priority, any Lien created by any of the Loan Documents to any Permitted Lien.

Limitation on Liens. The Company will not, and will not permit any of its Subsidiaries (other than an Unrestricted Subsidiary or a Released Guarantor) to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m10(h) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or governmental charges or levies, or other statutory obligations that are not yet due (i) overdue for a period of more than any applicable grace period related thereto or (ii) that are being contested in good faith and by appropriate proceedings if(provided, unless the amount thereof is not material with respect to it or its financial condition, that adequate reserves with respect thereto to such proceedings are maintained on the books of the Company Parent Borrower or the affected Subsidiariesapplicable Restricted Subsidiary, as the case may be, in accordance conformity with GAAP); (ci) carriers'’, warehousemen's’s, landlords’, mechanics'’, contractors’, materialmen's’s, repairmen's ’s or other like Liens imposed by law or arising in the ordinary course of business which secure amounts that are not overdue for a period of more than 30 60 days or if more than 60 days overdue, are unfiled and no action has been taken to enforce such Lien, or that are being contested in good faith and by appropriate proceedings (provided, that adequate reserves with respect to such proceedings are maintained on the books of the Group Members in conformity with GAAP), (ii) Liens of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (iii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing judgments but only 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 extent for an amount and for a period not resulting purchase, shipment or storage of such inventory or such other goods in an Event the ordinary course of Default under Section 9(m) hereofbusiness; (dc) (i) pledges or deposits under worker's in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation 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, surety bonds, performance bonds or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Group Member; (ed) Liens incurred in connection with, or deposits by or on behalf of any Group Member to secure secure, the performance of self-insurance obligations (solely in the case of such self-insurance obligations, if and to the extent required by applicable Requirements of Law) or pooled insurance obligations, bids, trade contracts and governmental contracts (other than Indebtedness for Indebtednessborrowed money), leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and/or return of money bonds, completion guarantees and other obligations of a like nature (including those to secure health and safety or environmental obligations) incurred in the ordinary course of business; (fe) easements, rights-of-way, covenants, conditions and restrictions, trackage rights, restrictions (including zoning restrictions or similar rights reserved to or vested in any Governmental Authority to control or regulate the use of any real property), encroachments, protrusions and other similar encumbrances and title defects 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 that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Group Members taken as a whole; provided, that none of the foregoing secures Indebtedness for borrowed money; (f) Liens (i) in existence on the Closing Date and either (x) such Liens (A) secure amounts of less than $1 million individually and $5 million in the aggregate or (B) are listed on Schedule 6.3(f), (y) such Liens are disclosed on any title insurance policy insuring the Lien of any mortgage or any real property under the First Lien Indenture or (z) such Liens would be disclosed by an updated title report for any real property and (ii) any replacement, renewal or extension of its Subsidiariesany such Lien permitted under subclause (i) of this clause (f); provided, that (I) such replaced, renewed or extended 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 6.2(c) and (B) proceeds and products thereof and (II) the replacement, renewal or extension of the obligations secured or benefited by such Liens is permitted by Section 6.2; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of securing Indebtedness representingincurred pursuant to Section 6.2(c) (and related obligations, or incurred to financeincluding Capital Lease Obligations); provided, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens (other than Liens securing Indebtedness that is Permitted Refinancing of Indebtedness originally incurred under Section 6.2(c)) shall extend to be created within 270 days of the acquisition or cover replacement or completion of construction, installation, repair or improvement or refinancing of such fixed or capital assets, as applicable, (ii) such Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired acquired, constructed, installed, repaired, improved or financed by such Indebtedness when such Indebtedness was originally incurred, and improvements thereon the proceeds and products of and accessions to such Property and (iiiii) the principal amount of Indebtedness initially secured by any such Lien shall at no time exceed 80thereby is not more than 100% of the fair market value (as determined in good faith by a senior financial officer purchase price or cost of the Company) construction, installation, repair or improvement of such Property at the time it was acquired (fixed or capital asset; provided, further, that, in each case, individual financings of equipment and other assets provided by purchase, construction one lender or otherwise)lessor may be cross collateralized to other outstanding financings of equipment and other assets provided by such lender or lessor; (h) Liens created pursuant to the Loan Documents (including Liens securing any Incremental Facility or Extended Revolving Credit Commitments); (i) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Parent Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (j) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h); (k) Liens existing on property at the time of its acquisition or existing on the property of a Person that becomes a Restricted Subsidiary of the Parent Borrower after the date hereof (including any replacements, renewals or extensions thereof); provided, that (i) any Indebtedness secured thereby is permitted by Section 6.2(h) or is Refinancing Indebtedness in respect thereof and (ii) such Liens cover solely the Property so acquired or the Property of the Person that became a Restricted Subsidiary and are not expanded to cover additional Property (other than proceeds and products thereof and accessions thereto); (l) Liens with respect to any Receivables Facility or any Factoring Facility; (m) Liens on insurance policies and the proceeds thereof securing insurance premium financing permitted hereunder; (n) Liens arising out of Repurchase Arrangementsconditional sale, title retention, consignment, bailment or similar arrangements for the sale, warehousing or processing of goods entered into by any Group Member in the ordinary course of business; (o) (i) Liens of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection, (ii) Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and cash and Cash Equivalents on deposit in accounts maintained by any Group Member (including any restriction on the use of such cash and Cash Equivalents or investment property), in each case under this clause (iii) granted in the ordinary course of business in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to Cash Management Services (including operating account arrangements and those involving pooled accounts and netting arrangements); provided, that, in the case of this clause (iii), unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) any Indebtedness for borrowed money; (p) licenses and sublicenses of Intellectual Property granted by any Group Member in the ordinary course of business; (q) UCC or PPSA financing statements or similar public filings that are filed as a precautionary measure in connection with operating leases or the consignment or bailment of goods in the ordinary course of business; (r) Liens on property rented to, or leased by, any Group Member pursuant to a Sale and Leaseback Transaction; provided, that (i) such Sale and Leaseback Transaction is permitted by Section 6.10, (ii) such Liens do not encumber any other property of Holdings or its Restricted Subsidiaries and the proceeds and products of and accessions to such property and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction; (s) (i) Liens on the assets of Non-Loan Party Subsidiaries that secure Indebtedness or other obligations of Non-Loan Party Subsidiaries permitted under this Agreement, (ii) Liens on the Capital Stock of Non-Loan Party Subsidiaries or joint ventures, securing Indebtedness of such Non-Loan Party Subsidiaries or joint ventures permitted under Section 6.2 (and related obligations) and (iii) in the case of any non-Wholly-Owned Restricted Subsidiary or any joint venture, any put and call arrangements or restrictions on disposition related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement; (t) Liens consisting of contractual restrictions of the type described in the definition of “Restricted Cash” (excluding clause (i) of the proviso thereto) so long as such contractual restrictions are not prohibited pursuant to Section 6.12; (u) good ▇▇▇▇▇ ▇▇▇▇▇▇▇ money deposits, escrow agreements or similar arrangements made in connection with a Permitted Acquisition or any other Investment (other than Investments under Section 6.7(q)) or letter of intent or purchase agreement permitted hereunder; (v) Liens not otherwise permitted by this Section 6.3 so long as the aggregate amount of obligations secured thereby does not exceed the greater of (x) $75 million and (y) 75% of Trailing Four Quarter Consolidated EBITDA; provided that this clause (v) may not be used to permit Liens on the Collateral of the type included in any Borrowing Base that are pari passu or senior to the Liens on such Collateral granted in favor of the Agent; (w) Liens securing Refinancing Indebtedness permitted by Section 6.2(v) (and related obligations) if such Liens are permitted to secure such Indebtedness in accordance with the definition of “Refinancing Indebtedness”; (x) Liens in favor of the Parent Borrower, any other Borrower or any Subsidiary Guarantor securing intercompany Indebtedness permitted hereunder; (y) Liens (i) on cash advances or deposits in favor of the seller of any property to be acquired in a Permitted Acquisition or an Investment permitted pursuant to Section 6.7 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 6.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (i) Liens arising out deemed to exist in connection with Investments in repurchase agreements under Section 6.7; provided, that such Liens do not extend to any assets other than those assets that are the subject of or securing Interest Rate Protection Agreements; andsuch repurchase agreement and (ii) reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (jaa) Liens arising out that are customary contractual rights of Asset Securitizationssetoff relating to purchase orders and other agreements entered into with customers or suppliers of any Group Member in the ordinary course of business; (bb) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating leases, reciprocal easement or similar agreements entered into in the ordinary course of business of the Group Members; (cc) ground leases in respect of real property on which facilities owned or leased by any Group Member are located; (dd) Liens with respect to Indebtedness permitted under Section 6.2(g) or Section 6.2(p); provided, that (i) any such Lien on the ABL Priority Collateral shall be junior to the Liens securing the Obligations and (ii) such Liens are subject to the ABL Intercreditor Agreement or other applicable Intercreditor Agreement; (ee) Liens securing obligations in respect of documentary, commercial or trade letters of credit permitted under Section 6.2 and incurred in the ordinary course of business of the Group Members and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; (ff) Liens securing Indebtedness permitted under Section 6.2(w); provided, that (i) any such Lien on the ABL Priority Collateral shall be junior to the Liens securing the Obligations and (ii) such Liens are subject to the ABL Intercreditor Agreement or other applicable Intercreditor Agreement; and (gg) Liens securing obligations under Specified Swap Contracts.

Limitation on Liens. The Company SSC will not not, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and that either (x) are listed in Part B of Schedule I heretohereto or (y) secure Indebtedness the aggregate principal or face amount of which is less than $100,000, and renewals or replacements thereof provided that the amount of the obligations secured thereby is not increased, and such Liens are not spread to cover any additional Property; (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or either that do not exceed $100,000 in the aggregate or that are being contested in good faith and by appropriate proceedings if, unless if (in the amount thereof is not material with respect to it or its financial condition, case of such contested taxes) adequate reserves with respect thereto are maintained on the books of the Company SSC or the affected Restricted Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, landlord's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m10(i) hereof; (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, insurance, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company SSC or any of its Restricted Subsidiaries; (gh) additional Liens upon real and/or personal Property created after the date hereof, provided that the aggregate Indebtedness secured thereby and incurred on and after the date hereof shall not exceed $4,000,000 in the aggregate at any one time outstanding. (i) Liens on Property of any Person that becomes a Restricted Subsidiary of SSC after the date hereof, provided that such Liens are in existence at the time such corporation becomes a Restricted Subsidiary of SSC and were not created in anticipation thereof; (j) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction SSC or otherwise) by the Company each any of which Liens either (A) its Restricted Subsidiaries that existed on such Property before the time of its acquisition and was were 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 Propertythereof; provided that (i) no such Lien shall extend to or cover any Property of the Company SSC or such Restricted Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)thereon; (hk) Liens arising out rights of Repurchase Arrangementsset-off held by banks by operation of law or pursuant to customary deposit agreements against deposits held at or certificates of deposit issued by such banks so long as such deposits or certificates of deposit Credit Agreement 117 - 112 - are made or acquired in the ordinary course of business and not in anticipation of the incurrence of any Indebtedness; (il) the interests of licensors, lessors, sublessors, licensees, lessees and sublicensees in licenses and leases entered into in the ordinary course of business and not securing Indebtedness; (m) Liens arising out on capital stock of, or partnership interests or other equity interests in, Unrestricted Subsidiaries securing obligations of or securing Interest Rate Protection AgreementsUnrestricted Subsidiaries; and (jn) Liens arising out on Property located outside of Asset Securitizationsthe United States of America of any Restricted Subsidiary the jurisdiction of organization of which and the principal place of business of which is located outside of the United States of America to the extent that such Liens secure the Indebtedness of such Restricted Subsidiary permitted by Section 9.07(f) hereof.

Limitation on Liens. The Company Borrower will not incur, create, assume, or permit to exist, and will not permit any Subsidiary to incur, assume create, assume, or suffer permit to exist exist, any Lien upon any of its Propertytheir respective properties, assets, or revenues, whether now owned or hereafter acquired, except:except the following (herein referred to as "Permitted Liens"): (a) Liens in existence disclosed on the date hereof and listed in Part B of Schedule I 7.2 hereto; (b) Liens imposed by any governmental authority in favor of the Agent for the benefit of the Lenders; (c) Encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of the Borrower or its Subsidiaries to use such assets in their respective businesses; (d) Liens for taxes, assessments assessments, or other governmental charges which are not yet due delinquent for longer than ninety (90) days or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, for which adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPhave been established; (ce) carriers'Liens of landlords, tenants, vendors, mechanics, materialmen, warehousemen's, mechanics'carriers, materialmen's, repairmen's or other like similar statutory Liens arising securing obligations that are not delinquent for longer than ninety (90) days and are incurred in the ordinary course of business that are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofwhich adequate reserves have been established; (df) pledges Liens resulting from good faith deposits to secure payments of workmen's compensation or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits programs or to secure the performance of bids, trade contracts (other than for Indebtedness), leasestenders, statutory obligations, surety and appeal bonds, performance bonds and bids, or contracts (other obligations than for payment of a like nature incurred Debt), or leases made in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property incurred in connection with Debt permitted under Section 7.1(e), so long as such Liens only extend to the assets being acquired after with the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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) proceeds of such Property; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)Debt; (h) Liens arising out of Repurchase Arrangementsincurred in connection with the Senior Debt; (i) Inchoate Liens arising out under ERISA; (j) Rights of set-off or securing Interest Rate Protection Agreementsbanker's liens created by law in favor of commercial banks; (k) Liens to be discharged and released on the Effective Date; (l) precautionary UCC filings regarding operating leases entered into in the ordinary course of business; and (jm) Liens arising out securing Debt permitted by Section 7.1(d), so long as (i) the Agent has, in its reasonable credit judgment, consented to the granting of Asset Securitizationsany such Lien, and (ii) the aggregate principal amount of the Debt secured by all such Liens shall not, at any time, exceed $20,000,000.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I heretosecuring Indebtedness permitted by Section 7.2(a); (b) Liens imposed securing Indebtedness permitted by any governmental authority Section 7.2(b); (c) [intentionally omitted]; (d) Liens against the Section 365(j) Property securing the Section 365(j) Claims pursuant to the Reorganization Plan; (e) Liens for taxes, assessments or charges taxes (i) which are not yet due delinquent, or that (ii) which are not in an aggregate amount, as to the Company and all Subsidiaries, of greater than $1,000,000, or (iii) which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAP; (cf) carriers', warehousemen's, mechanics', construction, materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are which do not overdue remain unsatisfied or undischarged for a period of more than 30 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofpro- ceedings; (dg) pledges or deposits under worker's in connection with workers compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (eh) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fi) easements, rights-of-way, restrictions restrictions, development orders, plats, 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 thatwhich, in the aggregate, are not material substantial in amount, amount and that which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiariessuch Subsidiary; (gj) Liens upon real and/or tangible personal Property granted by the Company or any Subsidiary, as lessee, in the ordinary course of business on leased equipment, leasehold improvements and furnishings; (k) Liens created, incurred or assumed in connection with the acquisition of, or the refinancing or any subsequent refinancing of Indebtedness incurred in connection with property, plant and equipment acquired after the date hereof and attaching only to the property, plant and equipment being acquired or refinanced, if the Indebtedness secured thereby does not exceed (by purchasei) in any acquisition, construction 80% of the purchase price or otherwise) by the Company each fair market value of which Liens either (A) existed on such Property before any Real Property, whichever is less, at the time of its such 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) in any refinancing, the principal outstanding Indebtedness being refinanced; (l) other Liens in existence on the date hereof listed on SCHEDULE 7.3, provided that no such Lien is spread to cover any additional property after the date hereof and that the amount of any Indebtedness or other obligations secured by any such Lien shall at no time exceed 80% thereby is not increased; (m) ▇▇▇▇▇ granted pursuant to Section 7.7 of the fair market value Reorganization Plan; (as determined in good faith n) Liens granted by the Company or Subsidiaries upon Real Property and related Personal Property which is Subsidiary Property Under Development and which is either financed by Indebtedness incurred by Subsidiaries pursuant to Section 7.2(e) or 7.2(h), or contributed by the Company to a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwiseSubsidiary pursuant to Section 7.9(g); (ho) Liens arising out of Repurchase Arrangements[intentionally omitted]; (ip) Liens arising out of or securing Interest Rate Protection Agreements[intentionally omitted]; and (jq) inchoate Liens solely arising out by operation of Asset Securitizationslaw in respect of Indebtedness incurred pursuant to Section 7.2(k).

Limitation on Liens. The Company will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed Liens in Part B favor of Schedule I heretoMotorola, the Company or any of its Subsidiaries; (b) Liens imposed by any governmental authority Governmental Authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless in the amount thereof is not material with respect to it or its financial conditionopinion of the Company, adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's 's, landlords' or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9(e) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, utilities, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 defects, irregularities or imperfections in title thereto title, and encumbrances and statutory Liens, that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchasein favor of any Governmental Authority to secure progress, construction advance or otherwise) by the Company each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of securing Indebtedness representingother payments, or incurred pursuant to financeany contract, refinance license, permit or refund, the cost (including the cost provision of construction) of such Property; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)statute; (h) Liens arising out on Property existing at the time of Repurchase Arrangementsacquisition thereof (including acquisition through merger or consolidation); (i) bankers' Liens arising out of or securing Interest Rate Protection Agreements; andwith respect to the credit balance maintained by the Company in one or more deposit accounts to the extent not prohibited by Section 8.08 hereof; (j) Liens arising out on Property to secure the payment of Asset Securitizationsall or any part of the purchase price or construction cost thereof or to secure any Indebtedness incurred prior to, at the time of, or within 180 days after, the acquisition of such Property, the completion of any construction or the commencement of full operation, for the purpose of financing all or any part of the purchase price or construction cost thereof; (k) Liens in connection with any Capital Lease Obligation not prohibited pursuant to Section 8.07 hereof; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (a) through (k), inclusive, provided that such extension, renewal or replacement Lien shall be limited to all or a part of the same Property secured by the Lien so extended, renewed or replaced (plus improvements on such Property).

Limitation on Liens. The Company will not create, Create. incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I heretosecuring Indebtedness permitted by Section 7.2(a); (b) Liens imposed securing Indebtedness permitted by any governmental authority Section 7 2(b); (c) [intentionally omitted] (d) Liens against the Section 365(j) Property securing the Section 365(j) Claims pursuant to the Reorganization Plan; (e) Liens for taxes, assessments or charges taxes (i) which are not yet due delinquent, or that (ii) which are not in an aggregate amount, as to the Company and all Subsidiaries, of greater than $1,000,000, or (iii) which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAP; (cf) carriers', warehousemen's, mechanics''s, materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are which do not overdue remain unsatisfied or undischarged for a period of more than 30 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (dg) pledges or deposits under worker's in connection with workers compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (eh) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fi) easements, rights-of-way, restrictions restrictions, development orders, plats, 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 thatwhich, in the aggregate, are not material substantial in amount, amount and that which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiariessuch Subsidiary; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens granted by the Company or any Subsidiary, as lessee, in the ordinary course of business on leased equipment, leasehold improvements and furnishings; (k) Liens created, incurred or assumed in connection with the acquisition of, or the refinancing or any subsequent refinancing of Indebtedness incurred in connection with property, plant and equipment acquired after the Effective Date and attaching only to the property, plant and equipment being acquired or refinanced, if the Indebtedness secured thereby does not exceed (i) in any acquisition, 80% of the purchase price or fair market value of any Real Property, whichever is less, at the time of such acquisition and (ii) in any refinancing, the outstanding Indebtedness being refinanced; (l) other Liens in existence on the date hereof listed on Schedule 7 3, provided that no such Lien is spread to cover any additional property after the Effective Date and that the amount of any Indebtedness or other obligations secured thereby is not increased; (m) Liens granted pursuant to Section 7.7 of the Reorganization Plan; (n) Liens granted by the Company or Subsidiaries upon Real Property and related Personal Property which is Subsidiary Property Under Development and which is either financed by Indebtedness incurred by Subsidiaries pursuant to Section 7 2(e) or 7 2(h), or contributed by the Company to a Subsidiary pursuant to Section 7.9(g); (o) [intentionally omitted] (p) [intentionally omitted]; and (q) [inchoate Liens solely arising out by operation of Asset Securitizationslaw in respect of Indebtedness incurred pursuant to Section 7.2(k)].

Limitation on Liens. The Company State Auto Mutual will not not, nor will it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company State Auto Mutual or the affected Material Subsidiaries, as the case may be, in accordance with GAAPAgreement Accounting Principles (or, in the case of any Insurance Entity, SAP); (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an a Put Event under clause (j) of Default under the definition of "Put Event" in Section 9(m) 1.1 hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company State Auto Mutual or any of its Material Subsidiaries; (g) Liens arising under escrows, trusts, custodianships, separate accounts, funds withheld procedures, and similar deposits, arrangements, or agreements established with respect to insurance policies, annuities, guaranteed investment contracts and similar products underwritten by, or Reinsurance Agreements entered into by, any Insurance Entity in the ordinary course of business; (h) deposits with insurance regulatory authorities; (i) Liens on Property of any corporation that becomes a Subsidiary of State Auto Mutual after the date hereof, provided that such Liens are in existence at the time such corporation becomes a Subsidiary of State Auto Mutual and were not created in anticipation thereof; (j) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company State Auto Mutual or any of its Material Subsidiaries, each of which Liens either (Ai) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (Bii) 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; provided that (ix) no such Lien shall extend to or cover any Property of the Company State Auto Mutual or such Material Subsidiary other than the Property so acquired and improvements thereon and (iiy) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanyState Auto Mutual) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (jk) additional Liens arising out of Asset Securitizationsupon real and/or personal Property created after the date hereof, provided that the aggregate Indebtedness secured thereby and incurred on and after the date hereof shall not exceed $15,000,000 in the aggregate at any one time outstanding.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, except: (a) Liens in existence favor of Agent, for the ratable benefit of Banks, including without limitation Liens in favor of Agent on Borrower's real property inventory situated in the date hereof and listed in Part B State of Schedule I heretoIndiana to secure the Indebtedness to Banks; (b) Liens imposed granted by M/I Financial Corp. on mortgage notes receivable, which Liens secure Indebtedness permitted under subsection 7.1(b) hereof not in excess of $40,000,000; (c) Liens securing Indebtedness permitted under subsection 7.1(d) hereof; provided, however, that (i) such Liens do not at any governmental authority time encumber any property other than the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (d) Liens for taxes, taxes and special assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, Borrower and its Subsidiaries in accordance with GAAP; (ce) carriers', warehousemen's, mechanics', materialmen's, repairmen's 's, or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of Borrower and Liens securing judgments but only to the extent for an amount and for a period not resulting its Subsidiaries in an Event of Default under Section 9(m) hereofaccordance with GAAP; (df) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; (ei) deposits to secure the performance of of: bids, ; trade contracts (other than for Indebtednessborrowed money or the purchase price of property or services); leases; statutory and other obligations required by law; surety, leases, statutory obligations, surety appeal and appeal bonds, performance bonds (including Construction Bonds); and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) Liens in favor of surety bond companies pursuant to indemnity agreements to secure the principal reimbursement obligations of Borrower or any Subsidiary on Construction Bonds, provided (A) the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, Borrower or such Subsidiary at, and the rights of, as appropriate, Borrower or such Subsidiary arising out of, the projects that are the subject of the Construction Bonds, (B) the Liens shall not attach to any real estate, and (C) the aggregate amount of Indebtedness secured by such Liens at any such Lien time shall at no time not exceed 80% the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the fair market value (as determined in good faith by a senior financial officer amount of the Companyreimbursement obligations on Construction Bonds permitted to Borrower pursuant to subsection 7.3(a) of such Property at the time it was acquired (by purchase, construction or otherwise)hereof; (h) Liens of landlords, arising out solely by operation of Repurchase Arrangements;law, on fixtures and moveable property located on premises leased in the ordinary course of business; provided, however, that the rental payments secured thereby are not yet due; and (i) Liens arising out as a result of a judgment or securing Interest Rate Protection Agreements; andjudgments against Borrower or any of its Subsidiaries which do not in the aggregate exceed $500,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as to which appropriate reserves have been established in accordance with GAAP. (j) Liens arising out a first priority Lien on an aircraft owned by 601RS, Inc. from time to time to secure the Indebtedness of Asset Securitizations601RS, Inc. and/or Borrower not in excess of $5,000,000.

Limitation on Liens. The Company will not, and will not permit any of its Domestic Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its PropertyProperty (including, without limitation, any shares of stock of or Indebtedness of any Domestic Subsidiary), whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of on Schedule I 8.05 hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, Domestic Subsidiaries in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9(h) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Domestic Subsidiaries; (g) Liens on Property of any corporation that becomes a Domestic Subsidiary of the Company after the date hereof, provided that such Liens are in existence at the time such corporation becomes a Domestic Subsidiary of the Company and were not created in anticipation thereof; (h) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Domestic Subsidiaries, each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Domestic Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 8090% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out securing Indebtedness of a Wholly-Owned Domestic Subsidiary to the Company or to another Wholly-Owned Subsidiary, and Liens securing Interest Rate Protection Agreements; andIndebtedness of the Company to The Pitney Bowes Bank, Inc., a Wholly-Owned Subsidiary, in an aggregate p▇▇▇▇▇pal amount not exceeding $15,000,000 at any one time outstanding; (j) Liens securing non-recourse obligations in connection with leveraged lease or single-investor lease transactions; (k) Liens arising out from the sale of Asset Securitizationsaccounts receivable or chattel paper for which fair equivalent value is received; (l) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, of any Liens referred to in the foregoing clauses (a), (g) and (h); provided that the principal amount of Indebtedness secured thereby and not otherwise authorized by this Section 8.05 shall not exceed the principal amount of Indebtedness, plus any premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal or replacement; (m) Liens securing obligations of the Company in respect of any interest rate or foreign currency protection or hedging arrangement entered into in the ordinary course of business and for non-speculative purposes; and (n) Liens contemplated under the last paragraph of Section 9 hereof.

Limitation on Liens. The Company Borrower will not incur, create, assume, or permit to exist, and will not permit any Subsidiary to incur, assume create, assume, or suffer permit to exist exist, any Lien upon any of its Propertytheir respective properties, assets, or revenues, whether now owned or hereafter acquired, except:except the following (herein referred to as "Permitted Liens"): (a) Liens in existence disclosed on the date hereof and listed in Part B of Schedule I 10.2 hereto; (b) Liens imposed by any governmental authority in favor of the Agent for the benefit of the Banks and the Issuing Bank; (c) Encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of the Borrower or its Subsidiaries to use such assets in their respective businesses; (d) Liens for taxes, assessments assessments, or other governmental charges which are not yet due delinquent for longer than ninety (90) days or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, for which adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPhave been established; (ce) carriers'Liens of landlords, tenants, vendors, mechanics, materialmen, warehousemen's, mechanics'carriers, materialmen's, repairmen's or other like similar statutory Liens arising securing obligations that are not delinquent for longer than ninety (90) days and are incurred in the ordinary course of business that are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofwhich adequate reserves have been established; (df) pledges Liens resulting from good faith deposits to secure payments of workmen's compensation or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits programs or to secure the performance of bids, trade contracts (other than for Indebtedness), leasestenders, statutory obligations, surety and appeal bonds, performance bonds and bids, or contracts (other obligations than for payment of a like nature incurred Debt), or leases made in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property incurred in connection with Debt permitted under Section 10.1(e), so long as such Liens only extend to the assets being acquired after with the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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) proceeds of such Property; provided that (i) no such Lien shall Debt and do not extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)Inventory; (h) Liens arising out incurred in connection with the Energy Capital Subordinated Debt, so long as such Liens are and shall remain junior in priority to the Liens on the Collateral in favor of Repurchase Arrangementsthe Agent; (i) Inchoate Liens arising out under ERISA; (j) Rights of set-off or securing Interest Rate Protection Agreementsbanker's liens created by law in favor of commercial banks; (k) Liens to be discharged and released on the Effective Date; (l) precautionary UCC filings regarding operating leases entered into in the ordinary course of business; and (jm) Liens arising out securing Debt permitted by Section 10.1(d), so long as (i) the Agent has, in its reasonable credit judgment, consented to the granting of Asset Securitizationsany such Lien, and (ii) the aggregate principal amount of the Debt secured by all such Liens shall not, at any time, exceed $20,000,000.

Limitation on Liens. The Company None of the Borrowers will, nor will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof First Restatement Effective Date and listed in Part B B-I of Schedule I heretoIII (or, to the extent not meeting the minimum thresholds for required listing on Schedule III pursuant to Section 7.11, in an aggregate amount not exceeding $10,000,000); (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company Borrowers or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof9.01(i); (de) pledges or deposits under worker's ’s compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company Borrowers or any of its their Subsidiaries; (gh) Liens upon real and/or tangible personal Property acquired after the date hereof First Restatement Effective Date (by purchase, construction or otherwise) by the Company Borrowers or any of their Subsidiaries and securing Indebtedness permitted under Section 8.07(f), each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company a Borrower or any such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanySenior Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out on the Collateral securing Indebtedness permitted to be incurred pursuant to Section 8.07(g) so long as a representative for the holders of such Indebtedness has entered into a Pari Passu Intercreditor Agreement or securing Interest Rate Protection AgreementsJunior Lien Intercreditor Agreement; and (j) Liens arising out securing other obligations of Asset Securitizationsthe Borrowers permitted to be incurred hereunder in an aggregate amount not to exceed $25,000,000 at any time outstanding.

Limitation on Liens. The Company will not not, nor will it permit ------------------- any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its PropertyProperty (other than Property consisting of Margin Stock held as part of "separate account assets", so long as the liabilities or obligations in respect of such "separate account assets" have not been Guaranteed by the Company or any of its Subsidiaries), whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I heretohereof; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAPGAAP or SAP, as the case may be; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a Credit Agreement ---------------- period not resulting in an Event of Default under Section 9(m9(i) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens arising under escrows, trusts, custodianships, separate accounts, funds withheld procedures, and similar deposits, arrangements, or agreements established with respect to insurance policies, annuities, guaranteed investment contracts and similar products underwritten by, or Reinsurance Agreements entered into by, any Insurance Subsidiary in the ordinary course of business; (h) deposits with insurance regulatory authorities; (i) Liens on Property of any corporation that becomes a Subsidiary of the Company after the date hereof, provided that such Liens are in -------- existence at the time such corporation becomes a Subsidiary of the Company and were not created in anticipation thereof; (j) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before 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 Credit Agreement ---------------- - 51 - cost of construction) of such Property; provided that (i) no such Lien -------- shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (hk) Liens arising out of Repurchase Arrangements; (i) Liens arising out the "closed block" of or securing Interest Rate Protection Agreementscertain individual participating life insurance policies and contracts of FAFLIC in effect as of the effective date of the demutualization of FAFLIC; and (jl) additional Liens arising out of Asset Securitizationsupon real and/or personal Property created after the date hereof, provided that the aggregate Indebtedness secured thereby -------- and incurred on and after the date hereof shall not exceed $5,000,000 in the aggregate at any one time outstanding.

Limitation on Liens. The Company will not create, incur, assume or suffer to exist any Lien upon any of its Property and will not allow any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of their respective Property, whether now owned or hereafter acquired, except: (a) Liens in existence on created pursuant to the date hereof and listed in Part B of Schedule I heretoSecurity Documents; (b) Liens imposed by any governmental authority Governmental Authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings proceedings; and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9(h) hereof; (d) pledges or deposits under worker's ’s compensation, unemployment insurance and other social security legislation; (e) a mortgage Lien granted by 6▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC over its warehouse facility located in Baltimore, Maryland, securing Indebtedness permitted pursuant to Section 8.07(b) hereof (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)intentionally omitted; (h) Liens arising out on Property of Repurchase ArrangementsImbali Metals Bvba securing the Imbali Facility; (i) Liens arising out of or encumbering Inventory securing Interest Rate Protection Agreements; andthe Indebtedness permitted pursuant to Sections 8.07(f)(A) and (B); (j) Liens arising out securing Indebtedness permitted under Section 8.07(g) hereof, provided that such Liens are subject to the terms of Asset Securitizationsthe Intercreditor Agreement; (k) Liens securing Indebtedness permitted under Section 8.07(h), provided that such Liens shall encumber only the capital assets financed with such Indebtedness; and (l) Liens securing Indebtedness permitted under Section 8.07(i) below, provided that such Liens shall encumber only assets of the Subsidiary which incurs such Indebtedness.

Limitation on Liens. The Company None of the Borrowers will, nor will not it permit any ------------------- of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof and listed in Part B of Schedule I heretoIII hereto (or, to the extent not meeting the minimum thresholds for required listing on said Schedule III pursuant to Section 7.11 hereof, in an aggregate amount not exceeding $10,000,000); (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company Borrowers or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m9.01(i) hereof;; Credit Agreement ---------------- (de) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company Borrowers or any of its their Subsidiaries;; and (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company Borrowers or any of their Subsidiaries and securing Indebtedness permitted under Section 8.07(f) hereof, each of which Liens either (A) existed on such Property before 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; provided that (i) no -------- such Lien shall extend to or cover any Property of the Company a Borrower or any such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanySenior Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, except: (a) Liens in existence favor of Agent, for the ratable benefit of Banks, including without limitation Liens in favor of Agent on M/I's real property inventory situated in the date hereof and listed in Part B State of Schedule I heretoIndiana to secure the Indebtedness to Banks; (b) Liens imposed granted by M/I Financial Corp. on mortgage notes receivable, which Liens secure Indebtedness permitted under subsection 7.1(b) hereof not in excess of $40,000,000; (c) Liens securing Indebtedness permitted under subsection 7.1(d) hereof; provided, however, that (i) such Liens do not at any governmental authority time encumber any property other than the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (d) Liens for taxes, taxes and special assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, Borrower and Borrower's Subsidiaries in accordance with GAAP; (ce) carriers', warehousemen's, mechanics', materialmen's, repairmen's 's, or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of Borrower and Liens securing judgments but only to the extent for an amount and for a period not resulting Borrower's Subsidiaries in an Event of Default under Section 9(m) hereofaccordance with GAAP; (df) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; (ei) deposits to secure the performance of of: bids, ; trade contracts (other than for Indebtednessborrowed money or the purchase price of property or services); leases; statutory and other obligations required by law; surety, leases, statutory obligations, surety appeal and appeal bonds, performance bonds (including Construction Bonds); and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) Liens in favor of surety bond companies pursuant to indemnity agreements to secure the principal reimbursement obligations of Borrower or any Subsidiary on Construction Bonds, provided (A) the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, Borrower or such Subsidiary at, and the rights of, as appropriate, Borrower or such Subsidiary arising out of, the projects that are the subject of the Construction Bonds, (B) the Liens shall not attach to any real estate, and (C) the aggregate amount of Indebtedness secured by such Liens at any such Lien time shall at no time not exceed 80% the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the fair market value (as determined in good faith by a senior financial officer amount of the Companyreimbursement obligations on Construction Bonds permitted to Borrower pursuant to subsection 7.3(a) of such Property at the time it was acquired (by purchase, construction or otherwise)hereof; (h) Liens of landlords, arising out solely by operation of Repurchase Arrangementslaw, on fixtures and moveable property located on premises leased in the ordinary course of business; provided, however, that the rental payments secured thereby are not yet due; (i) Liens arising out as a result of a judgment or securing Interest Rate Protection Agreementsjudgments against M/I or any of its Subsidiaries which do not in the aggregate exceed $500,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as (j) a first priority Lien on an aircraft owned by 601RS, LLC from time to time to secure the Indebtedness of 601RS, LLC and/or M/I not in excess of $5,000,000; (k) a first mortgage Lien to secure the Indebtedness permitted by subsection 7.1(j) hereof; and (jl) Liens arising out of Asset Securitizationsa first Lien on all leases assigned to secure the Indebtedness permitted by subsection 7.1(j) hereof.

Limitation on Liens. The Company Parent Guarantors and the Borrower ------------------- will not, and will not permit any of their respective Subsidiaries to, create, incur, assume assume, or suffer to exist any Lien upon any of its their respective revenues, property (including fixed assets, inventory, Real Property, intangible rights and Capital Stock) or other assets, whether now owned or hereafter acquired, except:other than the following ("Permitted Liens"): --------------- (a) Liens which were granted prior to the Effective Date securing Indebtedness or other obligations in existence on an aggregate principal (or face amount) for all Nexstar Entities not to exceed $2,500,000, and refinancings, renewals and extensions thereof to the date hereof and listed in Part B of Schedule I heretoextent not encumbering additional property; (b) Liens imposed by any governmental authority for taxes, assessments or other governmental charges or levies to the extent that payment thereof shall not yet due at the time be required to be made in accordance with the provisions of Section 7.09; ------------ (c) Liens encumbering property of any Nexstar Entity consisting of carriers, warehousemen, mechanics, materialmen, repairmen and landlords and other Liens arising by operation of law and incurred in the ordinary course of business for sums which are not overdue or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate and (if so contested) for which appropriate reserves with respect thereto are have been established and maintained on the books of the Company or the affected Subsidiaries, as the case may be, such Nexstar Entity in accordance with GAAP; (cd) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising encumbering property of any Nexstar Entity incurred in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested (i) in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof; (d) pledges or deposits under worker's connection with workers' compensation, unemployment insurance, or other forms of governmental insurance and other social security legislation; (e) deposits or benefits, or to secure the performance of bids, trade tenders, statutory obligations, leases, and contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred ) entered into in the ordinary course of businessbusiness of such Nexstar Entity or (ii) to secure obligations on surety, performance or appeal bonds so long as the obligations secured by Liens under this clause (ii) do not exceed $2,500,000 in the aggregate at any time outstanding for all Nexstar Entities; (fe) easements, rights-of-way, reservations, permits, servitudes, zoning and similar restrictions and other similar encumbrances incurred or title defects (i) described in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property Mortgage Policies or minor imperfections in title thereto that(ii) which, in the aggregate, are not material substantial in amount, and that which do not in any case materially detract from the value of the Property property subject thereto or interfere with the ordinary conduct of the business of any Nexstar Entity; (f) judgment Liens securing amounts not in excess of (i) $2,500,000 and (x) in existence less than 30 days after the Company entry thereof, (y) with respect to which execution has been stayed or (z) with respect to which the appropriate insurance carrier has agreed in writing that there is coverage by insurance or (ii) $2,500,000 in the aggregate at any of its Subsidiariestime outstanding for all Nexstar Entities; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each securing documentary letters of which Liens either (A) existed on such Property before 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 Propertycredit; provided that (i) no -------- such Lien shall extend Liens attach only to the property or cover any Property goods to which such letter of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)credit relates; (h) purchase money security interests encumbering, or Liens arising out otherwise encumbering at the time of Repurchase Arrangementsthe acquisition thereof by the Borrower or its Subsidiaries, (i) Real Property, provided that such -------- security interests and Liens do not secure amounts in excess of $2,500,000 in the aggregate at any time outstanding for the Borrower and its Subsidiaries and (ii) equipment, furniture, machinery or other assets hereafter acquired by the Borrower or its Subsidiaries for normal business purposes, and refinancings, renewals and extensions of such security interests and Liens, provided that such security -------- interests and Liens do not secure amounts in excess of $3,500,000 in the aggregate at any time outstanding for the Borrower and its Subsidiaries; (i) Liens arising out interests in Leaseholds under which a Nexstar Entity is a lessor, provided such Leaseholds are not prohibited by the terms of or securing Interest Rate Protection Agreements; and-------- this Agreement; (j) bankers' Liens arising out in respect of Asset Securitizationsdeposit accounts; (k) Liens created by the Security Documents; (l) Liens represented by the escrow of cash or Cash Equivalents, and the earnings thereon, securing the obligations of the Borrower or any of its Subsidiaries under any agreement to acquire, or pursuant to which it acquired, Reinvestment Assets in accordance with this Agreement or other assets which it is permitted to acquire pursuant to Section 8.04 or securing the obligations of the Borrower or ------------ any of its Subsidiaries to the seller of the property under any agreement pursuant to which the Borrower or any of its Subsidiaries may acquire Reinvestment Assets in accordance with this Agreement or or other assets which the Borrower or its Subsidiaries are permitted to acquire pursuant to Section 8.04; and ------------ (m) other Liens, so long as the obligations secured thereby do not exceed $1,000,000 in the aggregate (for all Nexstar Entities) at any time outstanding.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or governmental charges or claims not yet due and payable or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or applicable Loan Party, to the affected Subsidiaries, as the case may be, in accordance with extent required by GAAP; (cb) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, suppliers’ repairmen's ’s or other like Liens arising in the ordinary course of business that for amounts which are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only proceeding (and, in any event, there has been no commencement of the sale of any portion of the Collateral on account of such Lien); provided, that adequate reserves with respect thereto are maintained on the books of the applicable Loan Party, to the extent for an amount required by GAAP; (c) Liens arising in connection with workers’ compensation, unemployment insurance, old age pensions and for a period not resulting in an Event of Default under Section 9(m) hereofsocial security benefits or other similar benefits; (d) pledges or Liens incurred on deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits made to secure the performance of bids, tenders, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds indemnities, release bonds, fee and expense arrangements with trustees and fiscal agents and other obligations of a like nature incurred in the ordinary course of business; (fe) easements, covenants, rights-of-way, restrictions restrictions, subdivisions, parcelizations, encroachments 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 other minor imperfections defects and irregularities in title thereto that, in the aggregate, are not material substantial in amount, and that which do not in any case materially detract from the value of the Real Estate including, without limitation, those matters set forth on any title policy provided to the Administrative Agent subsequent to the Amended and Restated Effective Date with respect to Real Estate acquired subsequent to the Amended and Restated Effective Date; (f) Liens in existence on the Amended and Restated Effective Date listed on Schedule 7.3(f); provided, that no such Lien is spread to cover any additional Property subject thereto or interfere with the ordinary conduct (other than proceeds of the business of sale or other disposition thereof) after the Company or any of its SubsidiariesAmended and Restated Effective Date; (g) Liens upon real and/or tangible personal Property acquired after created pursuant to the date hereof Security Documents or otherwise securing the Obligations (by purchaseincluding Liens created thereunder securing Specified Hedge Agreements); (h) leases and subleases in each case permitted under the Loan Documents, construction and any leasehold mortgage in favor of any party financing the lessee under any such lease or otherwisesublease; provided, that no Loan Party is liable for the payment of any principal of, or interest, premiums or fees on, such financing; (i) Liens created by the Company each Golf Course Lease; (j) Liens securing Indebtedness permitted under Section 7.2(c); provided that such Liens attach only to the Aircraft, the beneficial interest of any trust which owns the Aircraft and/or such Loan Party that either directly owns the Aircraft or owns the beneficial interest in any trust that owns the Aircraft (in the case of any such Loan Party, so long as such Loan Party owns no material Property other than the Aircraft and/or the beneficial interest of any such trust) and any proceeds thereof; (k) Liens either securing Indebtedness permitted under Section 7.2(f)(ii) and/or 7.2(f)(iii); (Al) existed Liens in respect of an agreement to Dispose of any Property, to the extent such Disposition is permitted by Section 7.4 or 7.5; (m) [INTENTIONALLY OMITTED]; (n) any attachment, judgment, writs or warrants of attachment or other similar Liens not constituting an Event of Default under Section 8.1(h); (o) Permitted Encumbrances; (p) Liens arising from the filing of UCC financing statements relating solely to leases; (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; (r) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any Real Estate; (s) Liens on such any Property before (including the time interest of its acquisition and was not created in anticipation thereof a lessee under a Capitalized Lease or (BSynthetic Lease Obligation) was created solely securing Indebtedness incurred or assumed for the purpose of securing Indebtedness representingfinancing (or financing the purchase price within 180 days after the respective purchase of Property) all or any part of the acquisition, design, installation, construction, repair or incurred to finance, refinance or refund, the improvement cost (including the cost of construction) of such Property; provided provided, that (i) no such Lien shall extend to or cover Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired (and improvements thereon proceeds of the sale or other Disposition thereof and the proceeds (including insurance proceeds), products, rents, profits, accession and replacements thereof or thereto) financed by such Indebtedness, (ii) such Lien either exists on the principal amount date hereof or is created in connection with the acquisition, design, installation, construction, repair or improvement of such Property, (iii) the Indebtedness secured by any such Lien shall at no time does not exceed 80100% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property and is otherwise permitted to be incurred pursuant to Section 7.2(g) and (iv) the Property financed by such Indebtedness is not of a type that will become affixed to the Project such that the removal thereof could reasonably be expected to physically damage the Project in any material respect; (t) Liens in respect of customary rights of set off, revocation, refund or chargeback or similar rights under deposit, disbursement, concentration account agreements or under the UCC or arising by operation of law of banks or other financial institutions where any Loan Party maintains deposit, disbursement or concentration accounts in the ordinary course of business permitted by this Agreement; (u) Liens on cash deposited with, or held for the account of, any Loan Party securing reimbursement obligations under performance bonds, guaranties, commercial or standby letters of credit, bankers’ acceptances or similar instruments permitted under Section 7.2(j), granted in favor of the issuers of such performance bonds, guaranties, commercial letters of credit or bankers’ acceptances, so long as (i) any cash disbursed to secure such reimbursement obligations is invested (if at all) in Permitted Securities only (to the time it was acquired extent the Borrower has the right to direct the investment thereof) and is segregated from the Loan Parties’ general cash accounts so that such Liens attach only to such cash and Permitted Securities and (ii) the amount of cash and/or Permitted Securities secured by purchase, construction such Liens is not less than the amount of Indebtedness secured thereby and in any event does not exceed 110% of the amount of the Indebtedness secured thereby (ignoring any interest earned or otherwisepaid on such cash and any dividends or distributions declared or paid in respect of such Permitted Securities); (hv) Liens arising out on cash deposited with, or held for the account of, any Loan Party securing reimbursement obligations under performance bonds, guaranties, commercial or standby letters of Repurchase Arrangementscredit, bankers’ acceptances or similar instruments permitted under Section 7.2(k), granted in favor of the issuers of such performance bonds, guaranties, commercial letters of credit or bankers’ acceptances, so long as (i) any cash used as security for such reimbursement obligations is invested (if at all) in Cash Equivalents only (to the extent the Borrower has the right to direct the investment thereof) and is segregated from the Loan Parties’ general cash accounts so that such Liens attach only to such cash and Cash Equivalents and (ii) the amount of cash and/or Cash Equivalents secured by such Liens does not exceed 110% of the amount of the Indebtedness secured thereby (ignoring any interest earned or paid on such cash and any dividends or distributions declared or paid in respect of such Cash Equivalents); (iw) Liens created or expressly contemplated by the Affiliate Agreements, in each case as in effect on the date hereof, so long as such Liens do not secure Indebtedness; (x) Liens securing Indebtedness permitted under Section 7.2(f)(i); provided that such Liens attach only to the 2010 Notes Satisfaction Proceeds; (y) to the extent the Macau Loan was made directly to ▇▇▇▇ Macau, Liens of any lenders or other providers of debt, loan facilities or stand-by facilities to ▇▇▇▇ Macau on such Macau Loan and the proceeds thereof (in each case only to the extent that the Macau Loan is effectively subordinated in right of payment to the Indebtedness or other obligations of any such lenders or other providers of debt, loan facilities or stand-by facilities); provided that the Indebtedness or other obligations secured by any such Lien shall be non-recourse to the Loan Parties (other than with respect to the Macau Loan); (z) additional Liens incurred by any Loan Party so long as the value of the Property subject to such Liens (valued at the time such Lien is incurred) do not exceed $15,000,000 in the aggregate at any time; (aa) to the extent constituting Liens, any trust’s ownership interest in the Aircraft; (bb) Liens of sellers of goods to any Loan Party arising out under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing Interest Rate Protection Agreementsonly the unpaid purchase price for such goods and related expenses; and (jcc) Liens arising out of Asset Securitizationssecuring Indebtedness permitted under Section 7.2(o).

Limitation on Liens. The Company will not not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I heretoII; (b) Liens imposed by any governmental authority Governmental Authority for taxes, assessments or charges not yet due or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(mclause (i) hereofof Article VIII; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business; (f) 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 thatwhich, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens on Property of any corporation that becomes a Subsidiary of the Company after the date of this Agreement; provided that such Liens are in existence at the time such corporation becomes a Subsidiary of the Company and were not created in anticipation thereof; (h) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and thereon; (iii) Liens securing obligations of the Company or any of its Subsidiaries incurred in conjunction with industrial revenue bonds or pollution control bonds of any facilities used by the Company or any of its Subsidiaries; (j) customary Liens on the purchased Property under a Permitted Securitization or Liens resulting from the characterization of the sale of such purchased Property as secured Indebtedness; (k) Liens on any Property owned by any QSPE; (l) additional Liens upon real and/or personal Property created after the date hereof, provided that the aggregate outstanding principal amount of Indebtedness secured by such Liens, together with the aggregate principal amount of Indebtedness permitted under Section 7.03(h), shall not at any such Lien shall at no time exceed 8015% of the fair market value (as determined in good faith by a senior financial officer of the Company) of Total Assets at such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreementstime; and (jm) any extension, renewal or replacement of the foregoing; provided that the Liens arising out permitted hereunder shall not be spread to cover any additional Indebtedness or Property (other than a substitution of Asset Securitizationslike Property).

Limitation on Liens. The Company will not createCreate, incur, assume or suffer permit to exist any Lien upon on any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance conformity with GAAP; (cb) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlords’ or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 45 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting proceedings; provided that adequate reserves with respect thereto are maintained in an Event of Default under Section 9(m) hereofconformity with GAAP; (dc) Liens (other than any Lien imposed by ERISA, the PBA or Canadian federal or provincial statutes in relation to pension plans or any other applicable domestic or foreign employee benefit plan law) consisting of pledges or deposits under worker's in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation in the ordinary course of business; (ed) deposits by or on behalf of the Company or any of its Subsidiaries to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; provided that the aggregate amount of all deposits at any one time securing appeal bonds, together with the aggregate amount of all judgment obligations and awards subject to Liens permitted pursuant to Section 6.02(j), does not exceed $75,000,000 at any time outstanding (for purposes of determining compliance with this proviso, excluding any judgment obligations or awards and any deposits securing appeal bonds, in any such case to the extent the judgment obligations, awards or obligations subject to appeal are covered by insurance as to which the respective insurer has been notified and not denied coverage); (fe) 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 that, in the aggregate, are not material substantial in amount, amount and that 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 Company or any of its Subsidiaries; (f) Liens in existence on the Restatement Effective Date listed on Schedule 6.02(f), securing Indebtedness permitted by Section 6.01(d), provided that no such Lien is spread to cover any additional Property after the Restatement Effective Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by securing Indebtedness of the Company each of which Liens either (A) existed on such Property before the time or any of its Subsidiaries incurred pursuant to Section 6.01(c) to finance the acquisition and was not created in anticipation thereof of fixed or (B) was created solely for the purpose of securing Indebtedness representingcapital assets, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and financed by such Indebtedness, (iiiii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80thereby is not increased and (iv) the amount of Indebtedness initially secured thereby is not more than 100% of the fair market value (as determined in good faith by a senior financial officer of the Company) purchase price of such Property at the time it was acquired (by purchase, construction fixed or otherwise)capital asset; (h) Liens arising out of Repurchase Arrangementscreated pursuant to the Collateral Documents and the Canadian Intercompany Collateral Agreements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or and governmental charges not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, applicable Group Member in accordance conformity with GAAP; (cb) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to proceedings; provided that adequate reserves with respect thereto are maintained in the extent for an amount and for a period not resulting books of the applicable Group Member, in an Event of Default under Section 9(m) hereofconformity with GAAP; (dc) pledges or deposits under worker's in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) deposits by or on behalf of any Group Member and security interests on assets related to a particular performance bond granted to the surety providing such performance bond, in each case, to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, so long as the aggregate amount of deposits at any one time securing appeal bonds does not exceed $5,000,000; (fe) 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 any Liens permitted or excepted in the use of Property or minor imperfections in title thereto Mortgages that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company or Group Members; (f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f); provided that no such Lien is spread to cover any of its Subsidiariesadditional Property after the Restatement Effective Date and that the amount secured thereby is not increased; (g) Liens upon real and/or tangible personal securing Indebtedness of any Group Member incurred pursuant to Section 7.2(c) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property acquired other than the Property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the amount of Indebtedness initially secured thereby is not more than 100% of the purchase price of such fixed or capital asset; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any lease entered into by any Group Member in the ordinary course of its business and covering only the assets so leased; (j) advance deposits (including extension payments) (i) arising after the Restatement Effective Date in connection with any Investment permitted by Section 7.8(h) or (ii) existing on the date hereof; (k) Liens on the property or assets of a Person which becomes a Subsidiary of the Borrower after the date hereof (by purchasehereof, construction or otherwise) is acquired by the Company each of which Liens either (A) existed on such Property before the time Borrower or any of its acquisition and was not created in anticipation thereof or (B) was created solely for Subsidiaries after the purpose of date hereof, securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Propertypermitted by Section 7.2(f); provided that (i) no such Lien shall extend to or cover any Property Liens existed at the time such Person became a Subsidiary of the Company Borrower, (ii) such Liens were not granted in connection with or in contemplation of the applicable Permitted Acquisition and (iii) the amount of Indebtedness secured thereby is not increased (except as expressly provided in Section 7.2(f)) and such Subsidiary Liens are not expanded to cover additional Property (other than proceeds thereof); (l) Liens securing Indebtedness of a Group Member permitted by Section 7.2(i) on the Property assets of such Group Member purchased, developed, improved or constructed with the proceeds of such Indebtedness and accounts receivable arising therefrom; (m) Liens on unearned premiums in respect of insurance policies securing insurance premium financing permitted under Section 7.2(j); and (n) Liens not otherwise permitted by this Section 7.3 so acquired and improvements thereon and long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the aggregate fair market value (determined, in the case of each such Lien, as determined in good faith by a senior financial officer of the Companydate such Lien is incurred) of such Property the assets subject thereto exceeds (as to all Group Members) $5,000,000 at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizationsany one time.

Limitation on Liens. The Company None of the Borrowers will, nor will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Security Documents; (b) Liens in existence on the date hereof Restatement Effective Date and listed in Part B B-I of Schedule I heretoIII (or, to the extent not meeting the minimum thresholds for required listing on Schedule III pursuant to Section 7.11, in an aggregate amount not exceeding $10,000,000); (bc) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company Borrowers or the affected Subsidiaries, as the case may be, in accordance with GAAP; (cd) carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof9.01(i); (de) pledges or deposits under worker's ’s compensation, unemployment insurance and other social security legislation; (ef) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fg) 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 that, in the aggregate, are not material in amount, and that 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 the Company Borrowers or any of its their Subsidiaries; (gh) Liens upon real and/or tangible personal Property acquired after the date hereof Restatement Effective Date (by purchase, construction or otherwise) by the Company Borrowers or any of their Subsidiaries and securing Indebtedness permitted under Section 8.07(f), each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company a Borrower or any such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanySenior Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out ; Table of Repurchase Arrangements;Contents (i) Liens arising out on the Collateral securing Indebtedness permitted to be incurred pursuant to Section 8.07(g) so long as a representative for the holders of such Indebtedness has entered into a Pari Passu Intercreditor Agreement or securing Interest Rate Protection AgreementsJunior Lien Intercreditor Agreement; and (j) Liens arising out securing other obligations of Asset Securitizationsthe Borrowers permitted to be incurred hereunder in an aggregate amount not to exceed $25,000,000 at any time outstanding.

Limitation on Liens. The Company State Auto Mutual will not not, nor will it permit any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company State Auto Mutual or the affected Material Subsidiaries, as the case may be, in accordance with GAAPGAAP (or, in the case of any Insurance Entity, SAP); (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an a Put Event under clause (j) of Default under the definition of "Put Event" in Section 9(m) 1.01 hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that do not in 27 -26- any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of the Company State Auto Mutual or any of its Material Subsidiaries; (g) Liens arising under escrows, trusts, custodianships, separate accounts, funds withheld procedures, and similar deposits, arrangements, or agreements established with respect to insurance policies, annuities, guaranteed investment contracts and similar products underwritten by, or Reinsurance Agreements entered into by, any Insurance Entity in the ordinary course of business; (h) deposits with insurance regulatory authorities; (i) Liens on Property of any corporation that becomes a Subsidiary of State Auto Mutual after the date hereof, PROVIDED that such Liens are in existence at the time such corporation becomes a Subsidiary of State Auto Mutual and were not created in anticipation thereof; (j) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company State Auto Mutual or any of its Material Subsidiaries, each of which Liens either (Ai) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (Bii) 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; provided PROVIDED that (ix) no such Lien shall extend to or cover any Property of the Company State Auto Mutual or such Material Subsidiary other than the Property so acquired and improvements thereon and (iiy) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the CompanyState Auto Mutual) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (jk) additional Liens arising out of Asset Securitizationsupon real and/or personal Property created after the date hereof, PROVIDED that the aggregate Indebtedness secured thereby and incurred on and after the date hereof shall not exceed $10,000,000 in the aggregate at any one time outstanding.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, Borrower in accordance conformity with GAAP; ; (cb) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that which are not overdue for a period of more than 30 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof; proceedings; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; ; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; ; (fe) 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 thatwhich, in the aggregate, are not material substantial in amount, amount and that which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Company or Borrower; (f) Liens in existence on the date hereof listed on Schedule 7.3, securing Indebtedness permitted by Section 7.2(c), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of its Subsidiaries; Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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 of the Borrower permitted by Section 7.2(b) and 7.2(f) incurred to financefinance the acquisition of fixed or capital assets, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens shall extend to be created substantially simultaneously with the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any Property of the Company or such Subsidiary time encumber any property other than the Property so acquired and improvements thereon property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iiiv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80100% of the fair market value (as determined in good faith by a senior financial officer of the Company) original purchase price of such Property property of such property at the time it was acquired (by purchase, construction or otherwise); acquired; (h) Liens (not otherwise permitted hereunder), which secure obligations not exceeding $50,000 in aggregate amount at any time outstanding; (i) Liens created pursuant to the Security Documents (including, without limitation, any Lien granted in favor of a depositary institution pursuant to the Lockbox Agreement required under the Security Agreement); (j) Liens which constitute rights of set off of a customary nature or bankers liens with respect to amounts on deposit, whether arising by law or by contract, in connection with arrangements entered into with banks in the ordinary course of business, to the extent such deposits or arrangements are permitted under Section 4(m) of the Security Agreement; (k) Liens arising out of Repurchase Arrangements; judgments or awards with respect to which at the time there shall have been secured a stay of execution (ibut only for so long as such stay shall remain in effect); (l) Liens arising out salvage and similar rights of insurers under policies of insurance maintained with respect to Aircraft in accordance with the provisions of this Agreement; and (m) any other Lien with respect to which any lessee of Aircraft shall have provided a bond or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizationsother security in an amount and from an issuer and under terms satisfactory to Lender.

Limitation on Liens. The Company will not create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for Amended and Restated Credit Agreement 57 - 58 - taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (e) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens arising out of Repurchase Arrangements; (i) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer ------------------- to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or charges Taxes not yet due or that which are being contested in good faith and by appropriate proceedings ifproceedings, unless the amount thereof is not material with respect to it or its financial condition, provided that adequate reserves with respect -------- thereto are maintained on the books of the Company Parent or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAPGAAP (or, in the case of foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (cb) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for which could not, individually or in the aggregate, reasonably be expected to have a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofMaterial Adverse Effect; (dc) pledges or deposits under worker's in connection with workers' compensation, unemployment insurance and other social security legislation; (ed) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions and other similar encumbrances incurred Liens in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions existence on the use of Property or minor imperfections in title thereto thatdate hereof listed on Schedule 6.03(e), in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiariessecuring Indebtedness permitted by Section 6.02(d); (gf) purchase money Liens upon real and/or tangible personal Property acquired after of the date hereof (by purchaseParent and its Subsidiaries granted to the vendor or Person financing the acquisition of fixed or capital assets, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before 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; provided that (i) no such Lien Liens shall extend to be created substantially simultaneously with -------- the acquisition of such fixed or cover capital assets, (ii) such Liens do not at any Property of the Company or such Subsidiary time encumber any property other than the Property so acquired property financed by such Indebtedness and improvements thereon the proceeds of such property in accordance with the instrument creating such Lien, and (iiiii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80100% of the fair market value (as determined in good faith by a senior financial officer of the Company) original purchase price of such Property property; (g) Liens on the property or assets of an entity which becomes a Subsidiary after the date hereof securing Indebtedness permitted by Section 6.02(e), provided that (i) such Liens existed at the time it was acquired such entity became a -------- Subsidiary and were not created in anticipation thereof, (by purchase, construction ii) any such Lien is not spread to cover any property or otherwise)assets of such corporation after the time such entity becomes a Subsidiary (other than proceeds of the collateral originally subject to such Lien in accordance with the instrument creating such Lien) and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens arising out of Repurchase Arrangementscreated pursuant to the Security Documents; (i) Liens zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising out by, through or under a landlord or owner of the leased property, with or securing Interest Rate Protection Agreements; andwithout consent of the lessee) which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its businesses taken as a whole; (j) Liens arising out from judgments or decrees in circumstances not constituting an Event of Asset SecuritizationsDefault under Article VII, Subsection (h); (k) any interest or title of a lessor or secured by a lessor's interest under any lease permitted by this Agreement; (l) leases or subleases granted to others not interfering in any material respect with the business of the Parent and its Subsidiaries, taken as a whole; (m) the replacement, extension or renewal of any Lien permitted by clauses (a) through (l) above upon or in the same assets theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby; and (n) additional Liens securing Indebtedness of the Borrower or any Subsidiary so long as the aggregate principal amount of the Indebtedness so secured does not exceed $2,500,000 at any time outstanding.

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues. whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I heretosecuring Indebtedness permitted by Section 7.2(a); (b) Liens imposed securing Indebtedness permitted by any governmental authority Section 7.2(b); (c) [intentionally omitted] (d) Liens against the Section 365(1) Property securing the Section 365(j) Claims pursuant to, and as defined in, the Reorganization Plan; (e) Liens for taxes, assessments or charges taxes (i) which are not yet due delinquent or that (ii) which are, not in an aggregate amount, as to Company and all Subsidiaries, of greater than $1,000,000 or (iii) which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Company or the affected its Subsidiaries, as the case may be, in accordance conformity with GAAP; (cf) carriers', warehousemen's, mechanics''s, materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are which do not overdue remain unsatisfied or undischarged for a period of more than 30 60 days or that which are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereofproceedings; (dg) pledges or deposits under worker's in connection with workers compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (eh) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (fi) easements, rights-of-way, restrictions restrictions, development orders, plats, 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 thatwhich, in the aggregate, are not material substantial in amount, amount and that which do not in any case materially detract from the value of the Property property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; (j) Liens granted by Company or any Subsidiary, as lessee, in the ordinary course of its Subsidiariesbusiness on leased equipment, leasehold improvements and furnishings; (gk) Liens upon real and/or tangible personal Property created, incurred or assumed in connection with the acquisition of, or the refinancing or any subsequent refinancing of Indebtedness incurred in connection with property, plant and equipment acquired after the date hereof and attaching only to the property, plant and equipment being acquired or refinanced, if the Indebtedness secured thereby does not exceed (by purchasei) in any acquisition, construction 80% of the purchase price or otherwise) by the Company each fair market value of which Liens either (A) existed on such Property before any Real Property, whichever is 79. less, at the time of its such 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; provided that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary other than the Property so acquired and improvements thereon and (ii) in any refinancing, the principal outstanding Indebtedness being refinanced; (l) other Liens in existence on the Effective Date, listed on Schedule 7.3: provided that no such Lien is spread to cover any additional property after the Effective Dale ▇▇▇ that the amount of any Indebtedness or other obligations secured by any such Lien shall at no time exceed 80% thereby is not increased; (m) Liens granted pursuant to Section 7.7 of the fair market value Reorganization Plan; (as determined in good faith n) Liens granted by Company or Subsidiaries upon Real Property and related Personal Property which is Subsidiary Property Under Development and which is either financed by Indebtedness incurred by Subsidiaries pursuant to Section 7.2(e) or 7.2(h), or contributed by Company to a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwiseSubsidiary pursuant to Section 7.9(g); (ho) Liens arising out of Repurchase Arrangements;[intentionally omitted] (ip) Liens arising out of or securing Interest Rate Protection Agreements[intentionally omitted]; and (jq) [inchoate Liens solely arising out by operation of Asset Securitizationslaw in respect of Indebtedness incurred pursuant to Section 7.2(k)].

Limitation on Liens. The Company will not createCreate, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, exceptexcept for: (a) Liens in existence on the date hereof and listed in Part B of Schedule I hereto; (b) Liens imposed by any governmental authority for taxes, assessments or governmental charges or levies, or other statutory obligations that are not yet due (i) overdue for a period of more than any applicable grace period related thereto or (ii) that are being contested in good faith and by appropriate proceedings if(provided, unless the amount thereof is not material with respect to it or its financial condition, that adequate reserves with respect thereto to such proceedings are maintained on the books of the Company Parent Borrower or the affected Subsidiariesapplicable Restricted Subsidiary, as the case may be, in accordance conformity with GAAP); (ci) carriers'’, warehousemen's’s, landlords’, mechanics'’, contractors’, materialmen's’s, repairmen's ’s or other like Liens imposed by law or arising in the ordinary course of business which secure amounts that are not overdue for a period of more than 30 60 days or if more than 60 days overdue, are unfiled and no action has been taken to enforce such Lien, or that are being contested in good faith and by appropriate proceedings (provided, that adequate reserves with respect to such proceedings are maintained on the books of the Group Members in conformity with GAAP), (ii) Liens of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (iii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing judgments but only 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 extent for an amount and for a period not resulting purchase, shipment or storage of such inventory or such other goods in an Event the ordinary course of Default under Section 9(m) hereofbusiness; (dc) (i) pledges or deposits under worker's in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation 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, surety bonds, performance bonds or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Group Member; (ed) Liens incurred in connection with, or deposits by or on behalf of any Group Member to secure secure, the performance of self-insurance obligations (solely in the case of such self-insurance obligations, if and to the extent required by applicable Requirements of Law) or pooled insurance obligations, bids, trade contracts and governmental contracts (other than Indebtedness for Indebtednessborrowed money), leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and/or return of money bonds, completion guarantees and other obligations of a like nature (including those to secure health and safety or environmental obligations) incurred in the ordinary course of business; (fe) easements, rights-of-way, covenants, conditions and restrictions, trackage rights, restrictions (including zoning restrictions or similar rights reserved to or vested in any Governmental Authority to control or regulate the use of any real property), encroachments, protrusions and other similar encumbrances and title defects 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 that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Group Members taken as a whole; provided, that none of the foregoing secures Indebtedness for borrowed money; (f) Liens (i) in existence on the Closing Date and either (x) such Liens (A) secure amounts of less than $1 million individually and $5 million in the aggregate or (B) are listed on Schedule 6.3(f), (y) such Liens are disclosed on any title insurance policy insuring the Lien of any mortgage or any real property under the First Lien Indenture or (z) such Liens would be disclosed by an updated title report for any real property and (ii) any replacement, renewal or extension of its Subsidiariesany such Lien permitted under subclause (i) of this clause (f); provided, that (I) such replaced, renewed or extended 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 6.2(c) and (B) proceeds and products thereof and (II) the replacement, renewal or extension of the obligations secured or benefited by such Liens is permitted by Section 6.2; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of securing Indebtedness representingincurred pursuant to Section 6.2(c) (and related obligations, or incurred to financeincluding Capital Lease Obligations); provided, refinance or refund, the cost (including the cost of construction) of such Property; provided that (i) no such Lien Liens (other than Liens securing Indebtedness that is Permitted Refinancing of Indebtedness originally incurred under Section 6.2(c)) shall extend to be created within 270 days of the acquisition or cover replacement or completion of construction, installation, repair or improvement or refinancing of such fixed or capital assets, as applicable, (ii) such Liens do not at any time encumber any Property of the Company or such Subsidiary other than the Property so acquired acquired, constructed, installed, repaired, improved or financed by such Indebtedness when such Indebtedness was originally incurred, and improvements thereon the proceeds and products of and accessions to such Property and (iiiii) the principal amount of Indebtedness initially secured by any such Lien shall at no time exceed 80thereby is not more than 100% of the fair market value (as determined in good faith by a senior financial officer purchase price or cost of the Company) construction, installation, repair or improvement of such Property at the time it was acquired (fixed or capital asset; provided, further, that, in each case, individual financings of equipment and other assets provided by purchase, construction one lender or otherwise)lessor may be cross collateralized to other outstanding financings of equipment and other assets provided by such lender or lessor; (h) Liens created pursuant to the Loan Documents (including Liens securing any Incremental Facility or Extended Revolving Credit Commitments); (i) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Parent Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (j) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h); (k) Liens existing on property at the time of its acquisition or existing on the property of a Person that becomes a Restricted Subsidiary of the Parent Borrower after the date hereof (including any replacements, renewals or extensions thereof); provided, that (i) any Indebtedness secured thereby is permitted by Section 6.2(h) or is Refinancing Indebtedness in respect thereof and (ii) such Liens cover solely the Property so acquired or the Property of the Person that became a Restricted Subsidiary and are not expanded to cover additional Property (other than proceeds and products thereof and accessions thereto); (l) Liens with respect to any Receivables Facility or any Factoring Facility; (m) Liens on insurance policies and the proceeds thereof securing insurance premium financing permitted hereunder; (n) Liens arising out of Repurchase Arrangementsconditional sale, title retention, consignment, bailment or similar arrangements for the sale, warehousing or processing of goods entered into by any Group Member in the ordinary course of business; (o) (i) Liens of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection, (ii) Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and cash and Cash Equivalents on deposit in accounts maintained by any Group Member (including any restriction on the use of such cash and Cash Equivalents or investment property), in each case under this clause (iii) granted in the ordinary course of business in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to Cash Management Services (including operating account arrangements and those involving pooled accounts and netting arrangements); provided, that, in the case of this clause (iii), unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) any Indebtedness for borrowed money; (p) licenses and sublicenses of Intellectual Property granted by any Group Member in the ordinary course of business; (q) UCC or PPSA financing statements or similar public filings that are filed as a precautionary measure in connection with operating leases or the consignment or bailment of goods in the ordinary course of business; (r) Liens on property rented to, or leased by, any Group Member pursuant to a Sale and Leaseback Transaction; provided, that (i) such Sale and Leaseback Transaction is permitted by Section 6.10, (ii) such Liens do not encumber any other property of Holdings or its Restricted Subsidiaries and the proceeds and products of and accessions to such property and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction; (s) (i) Liens on the assets of Non-Loan Party Subsidiaries that secure Indebtedness or other obligations of Non-Loan Party Subsidiaries permitted under this Agreement, (ii) Liens on the Capital Stock of Non-Loan Party Subsidiaries or joint ventures, securing Indebtedness of such Non-Loan Party Subsidiaries or joint ventures permitted under Section 6.2 (and related obligations) and (iii) in the case of any non-Wholly-Owned Restricted Subsidiary or any joint venture, any put and call arrangements or restrictions on disposition related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement; (t) Liens consisting of contractual restrictions of the type described in the definition of “Restricted Cash” (excluding clause (i) of the proviso thereto) so long as such contractual restrictions are not prohibited pursuant to Section 6.12; (u) good ▇▇▇▇▇ ▇▇▇▇▇▇▇ money deposits, escrow agreements or similar arrangements made in connection with a Permitted Acquisition or any other Investment (other than Investments under Section 6.7(q)) or letter of intent or purchase agreement permitted hereunder; (v) Liens not otherwise permitted by this Section 6.3 so long as the aggregate amount of obligations secured thereby does not exceed the greater of (x) $3075 million and (y) 3575 % of Trailing Four Quarter Consolidated EBITDA; provided that this clause (v) may not be used to permit Liens on the Collateral of the type included in any Borrowing Base that are pari passu or senior to the Liens on such Collateral granted in favor of the Agent; (w) Liens securing Refinancing Indebtedness permitted by Section 6.2(v) (and related obligations) if such Liens are permitted to secure such Indebtedness in accordance with the definition of “Refinancing Indebtedness”; (x) Liens in favor of the Parent Borrower, any other Borrower or any Subsidiary Guarantor securing intercompany Indebtedness permitted hereunder; (y) Liens (i) on cash advances or deposits in favor of the seller of any property to be acquired in a Permitted Acquisition or an Investment permitted pursuant to Section 6.7 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 6.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (i) Liens arising out deemed to exist in connection with Investments in repurchase agreements under Section 6.7; provided, that such Liens do not extend to any assets other than those assets that are the subject of or securing Interest Rate Protection Agreements; andsuch repurchase agreement and (ii) reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (jaa) Liens arising out that are customary contractual rights of Asset Securitizationssetoff relating to purchase orders and other agreements entered into with customers or suppliers of any Group Member in the ordinary course of business; (bb) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating leases, reciprocal easement or similar agreements entered into in the ordinary course of business of the Group Members; (cc) ground leases in respect of real property on which facilities owned or leased by any Group Member are located; (dd) Liens with respect to Indebtedness permitted under Section 6.2(g) or Section 6.2(p); provided, that (i) any such Lien on the ABL Priority Collateral shall be junior to the Liens securing the Obligations and (ii) such Liens are subject to the ABL Intercreditor Agreement or other applicable Intercreditor Agreement; (ee) Liens securing obligations in respect of documentary, commercial or trade letters of credit permitted under Section 6.2 and incurred in the ordinary course of business of the Group Members and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; (ff) Liens securing Indebtedness permitted under Section 6.2(w); provided, that (i) any such Lien on the ABL Priority Collateral shall be junior to the Liens securing the Obligations and (ii) such Liens are subject to the ABL Intercreditor Agreement or other applicable Intercreditor Agreement; and (gg) Liens securing obligations under Specified Swap Contracts.

Limitation on Liens. The Company Borrower will not incur, create, assume, or permit to exist, and will not permit any Subsidiary to incur, assume create, assume, or suffer permit to exist exist, any Lien upon any of its Propertyproperty, assets, or revenues, whether now owned or hereafter acquired, except: (a) Liens in existence disclosed on the date hereof and listed in Part B of Schedule I 11.2 hereto;; -------------- (b) Liens imposed by any governmental authority in favor of the Bank; (c) 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 the Borrower or the Subsidiaries to use such assets in their respective businesses; (d) Liens for taxes, assessments assessments, or other governmental charges which are not yet due delinquent or that which are being contested in good faith and by appropriate proceedings if, unless the amount thereof is not material with respect to it or its financial condition, for which adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (c) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof; (d) pledges or deposits under worker's compensation, unemployment insurance and other social security legislationhave been established; (e) deposits to secure the performance Liens of bidsmechanics, trade contracts materialmen, warehousemen, carriers, or other similar statutory Liens (other than for Indebtedness), leases, including statutory obligations, surety landlord's Liens) securing obligations that are not yet due and appeal bonds, performance bonds and other obligations of a like nature are incurred in the ordinary course of business; (f) easementsLiens resulting from good faith deposits to secure payments of workmen's compensation or other social security programs, rights-of-wayto secure the performance of reinsurance agreements or to secure payments to utilities or the performance of tenders, restrictions statutory obligations, surety and appeal bonds, bids, contracts (other similar encumbrances incurred than for payment of Debt), or leases made in the ordinary course of business; (g) Purchase money liens, purchase money security interests or title retention arrangements upon or in any equipment acquired or held by the Borrower 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 that, in the aggregate, are not material in amount, and that 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 the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created to secure purchase money indebtedness incurred solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, financing the cost (including the cost of construction) acquisition of such Propertyequipment; provided that such purchase money indebtedness does not exceed limitations contained in clause (id) no of Section 11.1 hereof; and provided, further, that such Lien ---------- ------------ purchase money liens, purchase money security interests or title retention arrangements shall extend attach only to or cover any Property of the Company or such Subsidiary other than the Property equipment so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by shall not attach to any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise)other Collateral; (h) Attachment and judgment Liens arising out not constituting an Event of Repurchase Arrangements;Default under Section 13(g) or 13(h); -------------- ----- (i) Inchoate Liens arising out under ERISA to secure the contingent liability of the Borrower or securing Interest Rate Protection Agreementsany Subsidiary; and (j) Liens arising out of Asset Securitizationsrenewing and extending the Liens permitted hereunder, provided that no such Lien is expanded to cover any additional property.

Limitation on Liens. The Without the consent of the Requisite Purchasers, the Company will shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens in existence on the date hereof and listed in Part B of Schedule I heretocreated pursuant to any Note Document; (b) Liens imposed existing on the Closing Date (other than Liens referred to in Section 8.2(jj)and listed on Schedule 7.01(b) of the Senior Credit Agreement (as in effect on the Second Amendment Effective Date) and any modifications, replacements, renewals, restructurings, refinancings 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 any governmental authority such Lien or financed by Indebtedness permitted under Section 8.1(b) and (B) proceeds and products thereof and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefitted by such Liens, to the extent constituting Indebtedness, is permitted by Section 8.1(b); (c) Liens for taxes, assessments or governmental charges that are not yet due overdue for a period of more than any applicable grace period related thereto or (i) that are being contested in good faith and by appropriate proceedings ifactions, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, applicable Person in accordance with GAAPGAAP to the extent required by GAAP or (ii) the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (cd) statutory or common law Liens of landlords, sub-landlords, carriers', warehousemen's, mechanics', materialmen's, repairmen's , construction contractors or other like Liens, so long as, in each case, such Liens arising in the ordinary course of business that are secure amounts not overdue for a period of more than 30 thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to actions, if adequate reserves with respect thereto are maintained on the extent for an amount and for a period not resulting books of the applicable Person in an Event of Default under Section 9(m) hereofaccordance with GAAP; (de) (i) pledges or deposits under worker's in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation 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 Company or any of its Restricted Subsidiaries; (ef) pledges or deposits to secure the performance of bids, trade contracts, utilities, governmental contracts and leases (other than Indebtedness for Indebtednessborrowed money), leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (fg) covenants, conditions, easements, rights-of-way, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions 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 thatdefects, in the aggregate, are not material in amount, each case affecting Real Property and that do not in any case the aggregate materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole; (h) Liens (i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 10.1(h), (ii) arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which an appeal or other proceeding for review is then being pursued and (iii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made; (i) leases, licenses, subleases or sublicenses (including licenses and sublicenses of software and other IP Rights) and terminations thereof, in each case either granted to others with respect to IP Rights that are not material to the business of the Company and Restricted Subsidiaries or in the ordinary course of business, which (i) do not interfere in any material respect with the business of the Company and its Restricted Subsidiaries, taken as a whole, (ii) do not secure any Indebtedness and (iii) are permitted by Section 8.5; (j) 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; (k) Liens (i) of a collection bank arising under Section 4-208 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, (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 or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions, and (iv) that are contractual rights of setoff or rights of pledge relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to SectionsSection 8.3(g), (i) and (n) or, to the extent related to any of the foregoing, Section 8.58.3(s) or (y), to be applied against the purchase price for such Investment, andor (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 8.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens (i) in favor of the Company or any Guarantor and (ii) in favor of a Restricted Subsidiary that is not a Note Party on assets of a Restricted Subsidiary that is not a Note Party securing Indebtedness permitted under Section 8.1; (n) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business or with respect to IP Rights that are not material to the business of the Company and its Restricted Subsidiaries; (go) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchasearising out of conditional sale, construction title retention, consignment or otherwise) similar arrangements for sale of goods entered into by the Company each of which Liens either (A) existed on such Property before the time or any of its acquisition Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (p) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.3; (q) Liens encumbering reasonable customary initial deposits and was margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not created for speculative purposes; (r) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks or other deposit-taking financial institutions and not given in anticipation thereof connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries or (Biii) was created relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business; (s) Liens solely for on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the purpose Company or any of securing its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (t) ground leases in respect of Real Property on which facilities owned or leased by the Company or any of its Restricted Subsidiaries are located; (u) Liens to secure Indebtedness representing, or incurred to finance, refinance or refund, the cost permitted under Section 8.1(e) and (including the cost of construction) of such Propertydd); provided that (i) no such Lien shall Liens are created within 365 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions, accessions and proceeds to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any Property assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) Liens on property of any Restricted Subsidiary (including any Foreign Subsidiary) that is not a Note Party, which Liens secure Indebtedness or other obligations of any such Restricted Subsidiary that is not a Note Party permitted under Section 8.1(u) or otherwise permitted under Section 8.1 (other than in respect of Indebtedness for borrowed money and Guarantees of Indebtedness for borrowed money); (w) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 7.13) (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by the Company or another Restricted Subsidiary) or Liens to secure Indebtedness otherwise incurred pursuant to Section 8.1(g) to finance a Permitted Acquisition, in each case after the Closing Date; provided that (i) such Lien either (A) secures Indebtedness incurred pursuant to Section 8.1(g) to finance a Permitted Acquisition or (B)(x) was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary and (y) does not extend to or cover any other assets or property (other than the Property so proceeds, products and accessions thereof and other than after-acquired property subjected to a Lien securing Indebtedness and improvements thereon 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 (ii) the principal amount of Indebtedness secured by any thereby is permitted under Section 8.1(g); and (iii) such Lien shall at no time exceed 80% may only be senior to the Lien on the Collateral securing the Note Obligations if the Indebtedness such Lien secures was incurred pursuant to clause (a) of the fair market value first proviso of Section 8.1(g) or must otherwise be junior to the Lien on the Collateral securing the Note Obligations; (as determined in good faith x) (i) zoning, building, entitlement and other land use regulations by a senior financial officer Governmental Authorities with which the normal operation of the Companybusiness complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any Real Property that does not materially interfere with the ordinary conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole; (y) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings; (z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (aa) the modification, replacement, renewal or extension of any Lien permitted by Sections 8.2(b), (u) and (w); 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 renewal, extension, restructuring or refinancing of the obligations secured or benefited by such Liens is permitted by Section 8.1 (to the extent constituting Indebtedness); provided further that such Lien may only be senior to the Lien on the Collateral securing the Note Obligations if the Indebtedness such Lien secures could have been incurred pursuant to clause (a) of such Property the definition of Permitted Ratio Debt at the time it was acquired (by purchase, construction of incurrence and at the time of granting such Lien or otherwise)must otherwise be junior to the Lien on the Collateral securing the Note Obligations; (hbb) Liens arising out with respect to property or assets of Repurchase Arrangementsthe Company or any of its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed $5,000,000 to the extent the Indebtedness so secured is permitted pursuant to Section 8.1; (icc) Liens arising out of or securing Interest Rate Protection Agreements; and (j) Liens arising out of Asset Securitizations.[Reserved];

Limitation on Liens. The Company will not No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, except:other than the following (“Permitted Liens”): (a) Liens pursuant to any Loan Document (including pursuant to any amendment in existence on connection with an Incremental Facility, any Extension or Extension Offer, any Permitted Repricing Amendment or any other amendment entered into from time to time in accordance with the date hereof and listed in Part B of Schedule I heretoterms hereof); (b) Liens imposed by existing on the date hereof; provided, that, any governmental authority Lien securing Indebtedness in excess of $20,000,000 individually shall only be permitted to the extent such Lien is set forth on Schedule 5.1(b)); (c) Liens for taxes, assessments or governmental charges which are not yet due overdue for a period of more than thirty (30) days or that which are not required to be paid pursuant to Section 4.13; (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens imposed by Requirements of Law arising in the Ordinary Course of Business which either (i) are not in excess of $500,000 individually or (ii) secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings ifdiligently conducted, unless the amount thereof is not material with respect to it or its financial condition, if adequate reserves with respect thereto are maintained on the books of the Company or applicable Person to the affected Subsidiaries, as the case may be, extent required in accordance with GAAP; (ce) carriers'(i) pledges, warehousemen's, mechanics', materialmen's, repairmen's deposits or other like Liens arising as a matter of law in the ordinary course Ordinary Course of business that are not overdue for a period of more than 30 days or that are being contested Business in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 9(m) hereof; (d) pledges or deposits under worker's connection with workers’ compensation, payroll taxes, unemployment insurance and other social security legislationlegislation 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; (ef) deposits to secure the performance and payment of bids, trade contracts, governmental contracts and leases (other than Indebtedness for Indebtednessborrowed money), leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course Ordinary Course of businessBusiness; (fg) easements, rights-of-way, restrictions restrictions, covenants, conditions, encroachments, protrusions 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 thatdefects affecting real property which, in the aggregate, are not material in amount, and that 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 the Company Borrower or any of its Restricted Subsidiaries; (gh) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely securing judgments for the purpose payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 7.1(h); (i) Liens securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Propertypermitted under Section 5.3(f); provided that (i) no such Lien shall Liens attach concurrently with or within one hundred and eighty (180) 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 Capital Leases, such Liens do not at any time extend to or cover any Property of the Company or assets (except for additions and accessions to such Subsidiary assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capital 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 and Liens on the Property so covered thereby, in each case, granted to others in the Ordinary Course of Business which do not (i) interfere in any material respect with the business of the Borrower or any of 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 UCC) on the items in the course of collection and (ii) 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; (m) Liens (i) on cash advances in favor of the seller of any Property to be acquired in an Investment permitted pursuant to Section 5.2(i) or (m) to be applied against the purchase price for such Investment and improvements thereon (ii) consisting of an agreement to Dispose of any Property in a Disposition permitted under Section 5.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (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, 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) the Indebtedness secured thereby is permitted under Section 5.3(f) or (h); (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 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 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; (r) Liens arising from precautionary UCC financing statement filings; (s) Liens on insurance policies, the proceeds thereof and premium refunds securing the financing of the premiums with respect thereto; (t) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (u) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 5.1; provided that (i) the Lien does not extend to any additional Property other than (A) after-acquired Property that is affixed or incorporated into the Property covered by such Lien and (B) proceeds and products thereof; and (ii) the principal amount renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 5.3; (v) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (w) Liens on Property of a Non-Credit Party securing Indebtedness of such Non-Credit Party permitted to be incurred by Section 5.3; (x) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (y) Liens securing Indebtedness permitted pursuant to Section 5.3(r) and/or Section 5.3(t); provided that (i) in each case, (x) such Indebtedness may not be secured by any assets that are not Collateral, (y) the Indebtedness in connection therewith shall be permitted pursuant to and in accordance with Section 1.1(e) and (z) the beneficiaries of such Liens (or an agent on their behalf) shall have entered into an intercreditor agreement with Agent that is reasonably satisfactory to Agent and the Borrower and (ii) solely in the case of Indebtedness secured by incurred pursuant to Section 5.3(r), any such Lien shall at no time exceed 80% of rank junior to the fair market value Lien on the Collateral securing the Obligations; (as determined in good faith by a senior financial officer of the Companyz) of such Property at the time it was acquired (by purchase, construction or otherwiseLiens securing Indebtedness permitted pursuant to Section 5.3(m); (haa) other Liens arising out securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of Repurchase Arrangements; (i) Liens arising out $100,000,000 and (ii) 20.0% of or securing Interest Rate Protection AgreementsLTM EBITDA; and (jbb) with respect to any Foreign Subsidiary, other Liens and privileges arising out mandatorily by Requirements of Asset SecuritizationsLaw.