Common use of Encumbrances Clause in Contracts

Encumbrances. The Real Estate Company shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens.

Encumbrances. The Real Estate Company shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): (a) subject liens and security interests of Collateral Agent, provided, that, -------- ---- to the terms extent such liens and provisions security interests on the Collateral are held for the benefit of the applicable Mortgageholders of the Senior Secured Notes or the Senior Secured Note Trustee, Liens such interests shall be subject and subordinate in all respects to the liens and security interests of Collateral Agent to the extent held for the benefit of Lender; (b) liens securing the payment of taxes, either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to Borrower or Guarantor and with respect to which appropriate adequate reserves have been established; set aside on its books; (ec) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of setnon-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits consensual statutory liens (other than deposits intended as cash collateralliens securing the payment of taxes) arising in the ordinary course of businessBorrower's or Guarantor's business (including carriers', warehousemen's, materialmen's and mechanics' liens) to the extent: (i) such liens secure Indebtedness or obligations which are not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or Guarantor, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) pledges and deposits of cash by Borrower or Guarantor after the date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the current practices of Borrower and Guarantor as of the date hereof; (e) pledges and deposits of cash by Borrower after the date hereof to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of Borrower and Guarantor as of the date hereof; provided, -------- that, in connection with any performance bonds issued by a surety or other ---- person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Lender; (f) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by Borrower or Guarantor located on the premises of Borrower or Guarantor (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Borrower and Guarantor in effect on the date hereof and the precautionary UCC financing statement filings in respect thereof; (g) judgment zoning restrictions, easements, reservations, exceptions, encroachments, rights of way, licenses, covenants and attachment liens other restrictions or encumbrances affecting the use of Real Property which do not giving rise to an Event interfere in any material respect with the use of Default; and such Real Property or ordinary conduct of the businesses of Borrower as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (h) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate (including improvements thereto) arising after the date hereof; provided, that, (i) in no event shall -------- ---- the aggregate amount of the Indebtedness secured by such security interests or mortgages incurred in the fiscal year of Borrower ending December 31, 2001 exceed $2,000,000, or in the fiscal year of Borrower ending December 31, 2002 exceed $3,000,000, or in the fiscal year of Borrower ending December 31, 2003 exceed $5,000,000, or in any fiscal year thereafter exceed $1,000,000, provided, that, to the extent that the amount of such Indebtedness incurred by Borrower in any fiscal year is less than the amount otherwise permitted under this Section, the amount of such Indebtedness which may be incurred in the immediately following fiscal year shall be increased by such amount, up to a maximum such increase of $2,000,000 as to Indebtedness not incurred in the fiscal year of Borrower ending December 31, 2001 and up to a maximum for such increase of $1,000,000 in any fiscal year thereafter, (ii) such security interests and mortgages shall not apply to any property of Borrower other than the Equipment or real estate so acquired, and (iii) the Indebtedness secured thereby shall not exceed the cost of the Equipment or real estate so acquired, as the case may be; and (i) security interests and liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever existence on any Collateral related to the Facility or Real Estate Company, including date hereof which are set forth on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensSchedule 7.4 hereto.

Encumbrances. The Real Estate Company shall not create, incur, assume Create or suffer allow any Encumbrances to exist any Lien of any nature whatsoever be on or otherwise affect any of its property or assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of Bank; (b) Encumbrances for taxes, either assessments and other governmental charges incurred in the ordinary course of business which are not yet due and payable or the validity of which is are being properly contested in good faith by lawful and appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, ; (c) Pledges or the priority or value of the Agent’s Lien deposits made in the Collateral; (b) deposits under ordinary course of business to secure payment of workmen’s 's compensation or to participate in any fund in connection with workmen's compensation, unemployment insurance, insurance or other social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; obligations; (d) subject Good faith pledges or deposits made in the ordinary course of business to secure performance of tenders, contracts (other than for the terms and provisions repayment of Indebtedness) or leases or to secure statutory obligations or surety, appeal, indemnity, performance or other similar bonds required in the applicable Mortgage, liens imposed by law, such as ordinary course of business; (e) Liens of mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and carriers or other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); lawful proceedings; (f) customary rights Encumbrances securing Indebtedness permitted under Section 7.2 (b), provided that (i) no other covenants of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits this Agreement are thereby violated and (ii) no equipment other than deposits intended as cash collateral) in the ordinary course of business; equipment so acquired secures such Indebtedness; (g) judgment and attachment liens not giving rise to an Event of DefaultEncumbrances, if any, otherwise expressly permitted by the Security Agreement or the Mortgage; and and (h) liens Encumbrances disclosed in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createthe Financial Statements, incur, assume or suffer to exist and any Lien of any nature whatsoever on any Collateral related subsequent interim financial statements which have been delivered to the Facility Bank prior to the Closing Date, or Real Estate Company, including as set forth on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensSchedule 7.3 attached hereto.

Encumbrances. The Real Estate Company Neither Borrower nor any of their Subsidiaries shall not create, incur, assume or suffer to exist any Lien Encumbrance of any nature whatsoever on kind upon or with respect to any of its assets their property or propertyassets, includingor assign or otherwise convey any right to receive income, including the sale or discount of Receivables with or without limitationrecourse, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“Permitted LiensEncumbrances”): ): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Agent or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; Secured Parties to secure Obligations; (b) Encumbrances existing as of the date of this Agreement and disclosed in Exhibit C hereto; (c) liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (d) landlords’ and lessors’ liens in respect of rent not in default or liens in respect of pledges or deposits under workmen’s compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and other similar lawsbonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmenwarehouseman’s, landlord’s, warehousemen’s, carrierslaborers’ and other materialmen’s and similar liens, securing if the obligations incurred in the ordinary course of business that secured by such liens are not yet due and payable then delinquent or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedfaith; (e) leases with precautionary UCC filings (includingliens securing the performance of bids, but not limited totenders, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateral) for the payment of money); and liens securing statutory obligations or surety, indemnity, performance, or other similar bonds incidental to the conduct of either Borrower’s or a Subsidiary’s business in the ordinary course and that 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; ; (e) judgment liens securing judgments that are fully covered by insurance, and shall not have been in existence for a period longer than ten (10) days after the creation thereof or, if a stay of execution shall have been obtained, for a period longer than ten (10) days after the expiration of such stay; (f) easements, rights of way, restrictions and other similar charges or Encumbrances relating to real property and not interfering in a material way with the ordinary conduct of the Borrowers’ business; (g) judgment restrictions under federal and attachment liens not giving rise to an Event state securities laws regarding the transfer or issuance of Default; and securities; (h) liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (i) sales permitted under Section 7.4(c) hereof, provided that no purchaser or other Person involved in connection with such transactions shall receive or retain any Encumbrance on Collateral; (j) Encumbrances securing Indebtedness permitted pursuant to Section 7.1(i); provided that such Encumbrances shall be subordinated to the Encumbrances described in Section 7.3(a) on terms and conditions reasonably satisfactory to the Agent; or (k) Encumbrances not otherwise permitted by this Section 9.2(a)(iii) below. Strawberry Fields LP 7.3 that do not encumber any Collateral contained in the Borrowing Base, so long as the aggregate outstanding principal amount of the obligations secured thereby shall not create, incur, assume or suffer to exist exceed $5,000,000 at any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Lienstime.

Encumbrances. The Real Estate Company Borrower shall not not, either directly or indirectly, create, incurassume, assume incur or suffer or permit to exist any Lien or charge of any nature whatsoever on kind or character upon any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions asset of the applicable MortgageBorrower, whether owned at the following date hereof or hereafter acquired except (“Permitted Liens”): ): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of for taxes, either assessments or other governmental charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings in such a manner as not to make the property forfeitable; (b) Liens or charges incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of an advance or credit, and 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 business; (c) Liens arising out of judgments or awards against the Borrower with respect to which it shall concurrently therewith be prosecuting a timely appeal or proceeding for review and with respect to which appropriate reserves it shall have been established; secured a stay of execution pending such appeal or proceedings for review; (d) pledges or deposits to secure obligations under worker’s compensation laws or similar legislation; (e) good faith deposits in connection with lending contracts or leases with precautionary UCC filings (including, but not limited to, equipment leases); to which the Borrower is a party; (f) customary rights deposits to secure public or statutory obligations of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; Borrower; (g) judgment and attachment liens not giving rise to an Event of Default; and Liens securing obligations permitted under Sections 8.1(d), and/or 8.1(f); (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related Liens granted to the Facility or Real Estate Company, including on any direct or indirect equity interest Bank hereunder; and (i) Liens set forth in any Real Estate Company, other than Permitted LiensSchedule 7.6 (but only remaining in effect to the extent set forth in Section 7.6(c) and Section 7.20).

Encumbrances. The Real Estate Company Borrower shall not, and Borrower shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or property, including, without limitation, other than the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): following: (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the Ordinary Course of Business; (c) any Liens (if any) in favor of the Agent for the benefit of LendersLender; or (d) subject to the terms and provisions of the applicable Mortgagecarriers’, liens imposed by lawwarehousemen’s, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and repairmen’s or other similar liens, securing obligations incurred like Liens arising in the ordinary course Ordinary Course of business that are Business; or (d) a Nonrecourse Lien. Borrower shall not yet due and payable or which are being contested in good faith by appropriate proceedings and permit the filing of any financing statement naming Borrower as debtor, except for which appropriate reserves have been established; (e) leases financing statements filed with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise respect to an Event of Default; and (h) liens in connection with Indebtedness Liens expressly permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensthis Agreement.

Encumbrances. The Real Estate Company shall not createCreate, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or propertyassets, including, without limitation, including the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, than the following (collectively, “Permitted Liens”): (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, fees, assessments, or other governmental charges or levies either not yet due delinquent or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company such Obligor shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the Ordinary Course of Business; (c) the Liens in favor of the Agent for the benefit of LendersBank; (d) subject to the terms and provisions Liens which arise by operation of the applicable Mortgage, liens imposed by law, such as mechanics’other than Liens which arise by operation of Environmental Laws, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course Ordinary Course of business Business (for sums not constituting borrowed money) that are not yet due and payable delinquent for a period of more than 30 days or which that are being contested in good faith by appropriate proceedings and for which appropriate adequate reserves have been establishedestablished in accordance with GAAP (if so required); (e) leases with precautionary UCC filings (includingzoning restrictions, but easements, licenses, covenants and other restrictions affecting the use of real Property that do not limited to, equipment leases)secure monetary obligations and do not materially impair the use of such Property for its intended purposes or the value thereof; (f) customary rights of set-offLiens described on Schedule 6.1 hereof, revocationprovided that such Liens shall secure only those obligations which they secure on the Closing Date and extensions, refund or chargeback under deposit agreements or under renewals and replacements thereof that do not increase the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of businessoutstanding principal amount thereof; (g) judgment and attachment liens not giving rise to an Event purchase money security interests on equipment of DefaultBorrowers securing Capital Leases or purchase money Debt in each case permitted by Section 6.2(b); and (h) liens mechanics’, materialmen’s, suppliers’, repairmen’s or other like Liens arising in connection the Ordinary Course of Business (for sums not constituting borrowed money) that are not delinquent for a period of more than 30 days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with Indebtedness GAAP (if so required); provided, that the aggregate amount secured by such mechanics’, materialmen’s, suppliers’, repairmen’s or other like Liens shall not exceed $300,000 at any time (the Liens referred to in this clause (h) are referred to herein as “Permitted Mechanics Liens”). Such Obligor shall not, and such Obligor shall not permit any of its Subsidiaries to, permit the filing of any financing statement naming such Obligor or any Subsidiary as debtor, except for financing statements filed with respect to Liens expressly permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensthis Agreement.

Encumbrances. The Real Estate Company Borrower shall not not, nor shall permit any other member of the Borrower Affiliated Group to, create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of any nature whatsoever on a conditional vendor upon or with respect to any of its property or assets or property, (including, without limitation, any of its intellectual property) (“Encumbrances”), or assign or otherwise convey any right to receive income, including the Collateralsale or discount of Accounts Receivable with or without recourse, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“Permitted LiensEncumbrances”): ): (a) subject Encumbrances in favor of the Lender under any Security Document; (b) Encumbrances existing on the date of this Agreement and disclosed in Exhibit C hereto securing Indebtedness described therein; (c) Liens for taxes, fees, assessments and other governmental charges to the terms and extent that payment of the same may be postponed or is not required to be paid in accordance with the provisions of Section 5.4; (d) Landlords’ and lessors’ liens arising by statute, so long as the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability obligations of the Borrower to pay any or other member of the LiabilitiesBorrower Affiliated Group under the applicable lease are not overdue, or the priority liens in respect of pledges or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and similar bonds incidental to litigation; mechanics’, laborers’, carriers’, warehousemans’, materialmen’s and similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids, tenders, contracts (other than for the payment of money); and statutory obligations incidental to the conduct of its business and that 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; (e) Judgment liens that shall not have been in existence for a period longer than 15 days after the creation thereof or, if a stay of execution shall have been obtained, for a period longer than 15 days after the expiration of such stay; (f) Easements, rights of way, restrictions, minor defects or irregularities in title and other similar lawscharges or Encumbrances relating to real property and not interfering in a material way with the ordinary conduct of its business; (g) Encumbrances securing the purchase price of capital assets (including rights of lessors under capital leases) to the extent such purchase is permitted hereunder, provided, however, that (A) each such Encumbrance is given solely to secure the purchase price of, or the lease obligations relating to, such property, does not extend to any other property and is given at the time of the acquisition of the property, and (B) the Indebtedness secured thereby does not exceed the lesser of the cost of such property or its fair market value at the time such security interest attaches, and in any event, such Indebtedness does not exceed $500,000 in the aggregate outstanding at any time; (h) Any interest of title of a lessor under, and Encumbrances arising from, Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to equipment leases permitted by this Agreement; (i) Normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (j) Encumbrances of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and (ck) Liens Rights of service or indemnity payment setoffs customarily required in software license agreements; and (l) Any exception included in a title insurance policy approved by the Lender. In addition, the Borrower shall not, nor shall the Borrower permit any other member of the Borrower Affiliated Group to, enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits the Borrower or any such other member of the Borrower Affiliated Group from creating or incurring any Encumbrance in favor of the Agent for Lender under the benefit of Lenders; Loan Documents other than (di) subject to customary anti-assignment provisions in Leases or license agreements entered into by the terms and provisions Borrower or such other member of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) Affiliated Group in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; , and (hii) any agreements governing any purchase money liens or capital lease obligations otherwise permitted in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensthis Agreement.

Encumbrances. The Real Estate Company Borrower shall not not, either directly or indirectly, create, incurassume, assume incur or suffer or permit to exist any Lien or charge of any nature whatsoever on kind or character upon any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions asset of the applicable MortgageBorrower, whether owned at the date hereof or hereafter acquired, except for the following (“"Permitted Liens”): "): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of for taxes, either assessments or other governmental charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; in such a manner as not to make the property forfeitable; (eb) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund Liens or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) charges incurred in the ordinary course of the business of the Borrower which were not incurred in connection with the borrowing of money or the obtaining of an advance or credit, and 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 business; (c) Liens arising out of judgments or awards against the Borrower with respect to which it shall concurrently therewith be prosecuting a timely appeal or proceeding for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review; (d) pledges or deposits to secure obligations under worker's compensation laws or similar legislation; (e) good faith deposits in connection with lending contracts or leases to which the Borrower is a party; (f) purchase money Liens; provided that such Liens shall not apply to any property of Borrower other than that purchased and that such Liens in the aggregate shall not exceed $5,000,000.00; (g) judgment and attachment liens not giving rise deposits to an Event secure public or statutory obligations of Default; and the Borrower; (h) liens Liens existing on the date hereof and disclosed in Schedule 6.2 hereof; (i) Liens issued in connection with Permitted Refinancing Indebtedness; and (j) Liens issued in connection with Indebtedness permitted by pursuant to Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens6.1(g).

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in Borrower’s financial statements referred to in Section 6.14 and disclosed in Exhibit 6A under Section 6.4, Borrower shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its Borrower’s assets or property, including, (including without limitation, the Collateral, ) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAPgenerally accepted accounting principles, have set aside on its Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; , or securing the performance of bids, tenders, contracts (c) Liens in favor of the Agent other than for the benefit repayment of Lenders; (dborrowed money) subject to the terms and provisions of the applicable Mortgageor leases, liens imposed by lawor securing indemnity, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and performance or other similar liensbonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations incurred or surety bonds, or securing indemnity, performance or other similar bonds in the ordinary course of business that Borrower’s business, which are not yet due past due; (c) liens securing appeal bonds securing judgments not in excess of $1,000,000; (d) liens and payable or which are being contested security interests in good faith by appropriate proceedings and for which appropriate reserves have been establishedfavor of U.S. Bank; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases)liens securing the interests of Broker in any Margin Account; (f) customary rights zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of set-offBorrower’s real property, revocationand other liens, refund security interests and encumbrances on property which are subordinate to the liens and security interests of U.S. Bank and which do not, in U.S. Bank’s sole determination: (i) materially impair the use of such property, or chargeback under deposit agreements or under (ii) materially lessen the Uniform Commercial Code or common law value of banks or other financial institutions where such property for the Borrower maintain deposits (other than deposits intended as cash collateral) in purposes for which the ordinary course of businesssame is held by Borrower; and (g) judgment and attachment liens not giving rise purchase money security interests securing amounts relating to an Event such items of Default; and equipment as are specifically consented to by U.S. Bank (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP provided that no such purchase money security interests shall not create, incur, assume extend to or suffer to exist any Lien cover other property of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, Borrower other than Permitted Liensthe items of equipment so acquired).

Encumbrances. The Real Estate Company Neither any Credit Party nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on Encumbrance upon any of its assets properties and assets, or propertyassign or otherwise convey any right to receive income, includingwith or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“"Permitted Liens”): Encumbrances"): (a) subject Encumbrances in favor of the Administrative Agent under the Security Documents for the ratable benefit of the Lenders; (b) Encumbrances existing as of the date of this Agreement, consented to by the Required Lenders and disclosed in Schedule 4.24. attached hereto; (c) liens for taxes, fees, assessments and other governmental charges to the terms and provisions extent that payment of the applicable Mortgagesame may be postponed, Liens securing the payment of taxes, either not yet due or the validity of which is being contested and is otherwise not required to be paid in good faith by appropriate proceedings, accordance with the provisions of Section 7.6. hereof; (d) landlords' and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does lessors' liens in respect of rent not have a material adverse effect on the ability in default or liens in respect of the Borrower to pay any of the Liabilities, pledges or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s worker's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and other similar lawsbonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms mechanics', laborers' and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ 's and other similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids, tenders, contracts (other than for the payment of money); and statutory obligations incurred incidental to the conduct of its business and that do not in the ordinary course aggregate materially detract from the value of business that are not yet due and payable its property or which are being contested materially impair the use thereof in good faith by appropriate proceedings and for which appropriate reserves have been established; the operation of its business; (e) leases with precautionary UCC filings (includingattachments, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) garnishments and judgment and attachment liens not giving rise to constituting an Event of Default; ; (f) liens in favor of lessors under Capital Leases and sellers under motor vehicles installment sales contracts permitted under Section 8.9. hereof as long as the collateral subject thereto is limited solely to the property that is the subject of such Capital Leases or sales contracts and secures only the amounts owing in respect of such leases and contracts; (g) easements, rights of way, restrictions and other similar charges or Encumbrances relating to real property and not interfering in a material way with the ordinary conduct of its business; (h) liens Encumbrances on property or assets created in connection with the refinancing or refunding of Indebtedness permitted referred to in Section 8.1.(b) hereof; provided, however, that the amount of Indebtedness secured by Section 9.2(a)(iii) below. Strawberry Fields LP any such Encumbrance shall not create, incur, assume be increased as a result of such refinancing or suffer refunding and no such Encumbrance shall extend to exist any Lien property and assets of any nature whatsoever on such Credit Party or Subsidiary not encumbered prior to any Collateral related such refinancing or refunding; and (i) Encumbrances securing Indebtedness for Capital Expenditures to the Facility extent such Indebtedness is permitted under Section 8.1 hereof, provided, that (i) each such Encumbrance is given solely to secure the purchase price of such property, does not extend to any other property and is given at the time of acquisition of the property, and (ii) the Indebtedness secured thereby does not exceed the lesser of the cost of such property or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensits fair market value at the time of acquisition.

Encumbrances. The Real Estate Company Neither the Borrower nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of any nature whatsoever on a conditional vendor upon or with respect to any of its property or assets ("ENCUMBRANCES"), or propertyassign or otherwise convey any right to receive income, includingincluding the sale or discount of accounts receivable with or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“Permitted Liens”): "PERMITTED ENCUMBRANCES"): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens Bank or any of its Affiliates; (b) Encumbrances existing as of the date hereof and disclosed in SCHEDULE 6.4 hereto and securing the payment any refinancing of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, Indebtedness PROVIDED that such contest does refinancing is permitted pursuant to Section 6.1(b); (c) Encumbrances for purchase money obligations or Capital Leases permitted pursuant to Section 6.1(d); PROVIDED that such Encumbrances shall not have a material adverse effect on the ability attach to property and assets of the Borrower or any Subsidiary not purchased with the proceeds of such purchase money obligations; (d) liens for taxes, fees, assessments and other governmental charges to pay any the extent that payment of the Liabilities, same may be postponed or is not required in accordance with the priority provisions of Section 5.4; and (e) landlords' and lessors' liens in respect of rent not in default or value liens in respect of the Agent’s Lien in the Collateral; (b) pledges or deposits under workmen’s 's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and other similar lawsbonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms mechanics', laborers' and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ 's and other similar liens, securing if the obligations incurred in the ordinary course of business that secured by such liens are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedthen delinquent; (e) leases with precautionary UCC filings (includingliens securing the performance of bids, but not limited totenders, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateral) for the payment of money); and statutory obligations incidental to the conduct of its business and that do not in the ordinary course aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens.

Encumbrances. The Real Estate Company Each of Borrower and Holdings LP, jointly and severally, covenants and agrees that, so long as Lender shall have any Commitment hereunder, or the Loans or other Liabilities (other than contingent obligations with respect to which no express indemnification claim has been made) shall remain unpaid or unsatisfied, Borrower and Holdings LP shall not directly or indirectly, create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, than the following (collectively, “Permitted Liens”): ): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent Lender; (b) Liens for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgagetaxes, liens imposed by lawassessments, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and charges or other similar liens, securing obligations incurred in the ordinary course of business that are governmental levies not yet due and payable or as to which the period of grace (not to exceed sixty (60) days), if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings and for which appropriate proceedings; provided that adequate reserves have been established; with respect thereto are maintained on the books of the Borrower in conformity with GAAP; (ec) leases with precautionary UCC filings (includingstatutory Liens such as carriers’, but not limited towarehousemen’s, equipment leases); (f) customary rights of set-offmechanics’, revocationmaterialmen’s, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks landlords’, repairmen’s or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) like Liens arising in the ordinary course of businessbusiness which are not overdue for a period of more than forty-five (45) days or which are being contested in good faith by appropriate proceedings; provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such Liens is less than $500,000; (d) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation (other than any Lien imposed by ERISA) and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in an aggregate amount not to exceed $3,000,000; (e) Liens on amounts deposited to secure Borrower’s obligations in connection with the making or entering into of bids, tenders, or leases in the Ordinary Course of Business and not in connection with the borrowing of money; (f) easements, rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (g) judgment Liens arising in the Ordinary Course of Business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and attachment liens not giving rise to an Event of Default; and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary; (h) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (i) restrictions on transfers of securities imposed by applicable Securities Laws; (j) Liens arising out of judgments or awards not resulting in a Default; provided that Borrower shall in good faith be prosecuting an appeal or proceedings for review; (k) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by Borrower in the Ordinary Course of Business and covering only the assets so leased, licensed or subleased; (l) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens or rights reserved in any lease for rent or for compliance with the terms of such lease; (m) those existing Liens set forth on Schedule 6.1; (n) any liens arising out of or incurred in connection with Indebtedness any of the transactions which are permitted under Section 6.2(j). Neither Borrower nor Holdings LP shall permit the filing of any financing statement naming such Obligor as debtor, except for financing statements filed with respect to Liens expressly permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensthis Agreement.

Encumbrances. The Real Estate Company Borrower shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, than the following (“Permitted Liens”): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Administrative Agent’s Lien in the CollateralCollateral (other than with respect to other Permitted Liens provided for herein); (b) deposits under workmen’s compensation, unemployment insurance, social security security, leases and other similar laws; (c) Liens in favor of the Administrative Agent (for the ratable benefit of LendersLenders and Administrative Agent); (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet past due and payable or which for more than ten (10) calendar days, that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedestablished or that are not yet due and payable; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights liens which arise by operation of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business, other then liens which arise by operation of Environmental Laws; (f) zoning restrictions, building codes, easements, rights of way, licenses, covenants and other similar restrictions affecting the use of real Property; (g) purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure the purchase price of such property so long as: (i) the aggregate indebtedness relating to such purchase money security interests and Capitalized Lease Obligations does not at any one time outstanding exceed Five Hundred Thousand Dollars ($500,000) in the aggregate at any time, (ii) each such lien shall attach only to the property (and the proceeds thereof) to be acquired; (iii) the principal amount of the indebtedness incurred shall not exceed one hundred percent (100%) of the purchase price of the item or items purchased and ( iv) such Lien shall be created within thirty (30) days of the acquisition of the related asset; (h) any Liens set forth on Schedule 9.1 and any renewal or refinancing of the indebtedness for which such liens were granted provided that the amount of such indebtedness with respect to any renewal or refinancing is not increased and the liens with respect to such indebtedness do not extend beyond the Collateral listed thereon; (i) Liens consisting of judgment liens that are inferior in right to the Liens of Lender hereunder and attachment liens are with respect to judgments that do not giving rise to constitute an Event of DefaultDefault under Section 10(e) hereof; and or (hj) liens in connection with Indebtedness permitted by Section 9.2(a)(iiiany escrow arrangements (whether involving cash, stock or other Property) below. Strawberry Fields LP shall not create, incur, assume or suffer pursuant to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensAcquisition Agreement.

Encumbrances. The Real Estate Company shall warrants that it has title to the Collateral purportedly owned by it and that there are no sums owed or claims, liens, security interests or other encumbrances against the Collateral other than as set forth in Exhibit A attached hereto and made a part hereof. The Company will notify Versant of any lien, security interest or other encumbrance against the Collateral securing any obligation of the Company, will defend the Collateral against any claim, lien, security interest or other encumbrance adverse to Versant, except for liens having priority thereover as set forth on Exhibit A, attached hereto and made a part hereof, and will not create, incur, assume assume, or suffer to exist any Lien of any nature whatsoever on any of its assets lien, security interest or property, including, without limitation, other encumbrances against the Collateral, other thanwhether now owned or hereafter acquired, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject to the terms liens in favor of Versant and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, such other liens as are set forth on Exhibit A attached hereto and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have made a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; part hereof; (b) deposits under workmen’s compensation, unemployment insurance, social security and liens for taxes or assessments or other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are government charges or levies if not yet due and payable or which or, if due and payable, if they are being contested in good faith by appropriate proceedings and for which appropriate reserves have previously been established; delivered by the Company to Versant; (ec) leases with precautionary UCC filings (includingliens imposed by law, but not limited tosuch as mechanics’, equipment leases); (f) customary rights of set-offmaterialmen’s, revocationlandlords’, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or warehousemen’s, and carriers’ liens, and other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) similar liens, securing obligations incurred in the ordinary course of business, which are not past due for more than 30 days or which are being contested in good faith by appropriate proceedings, and for which appropriate reserves have been previously delivered to Versant; (d) liens, deposits, or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases, public statutory obligations, surety, stay, appeal, indemnity, performance, or other similar bonds, or other similar obligations arising in the ordinary course of business; (e) 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 appropriate proceedings; (f) easements, right-of-way restrictions, and other similar encumbrances which, in the aggregate, do not materially interfere with the occupation, use, and enjoyment by the Company of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto; and (g) judgment purchase-money liens on any property hereafter acquired or the assumption of any lien on property existing at the time of such acquisition (and attachment liens not giving rise to an Event created in contemplation of Default; and (h) liens such acquisition), or a lien incurred in connection with Indebtedness permitted any conditional sale or other title retention agreement or a capital lease; provided that: (i) any property subject to any of the foregoing is acquired by Section 9.2(a)(iiithe Company in the ordinary course of its business and the lien on any such property attaches to such asset concurrently or within 90 days after the acquisition thereof; (ii) below. Strawberry Fields LP the obligation secured by any lien so created, assumed, or existing shall not create, incur, assume exceed 100% of the lesser of the cost or suffer to exist any Lien the fair market value as of any nature whatsoever on any Collateral related the time of acquisition of the property covered thereby to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens; and (iii) each such lien shall attach only to the property so acquired and fixed improvements thereon.

Encumbrances. The Real Estate Company shall not create, incur, assume (a) Execute or suffer otherwise enter into an agreement with any Person which prohibits or otherwise restricts the Borrower's ability to exist create or allow any Lien of any nature whatsoever Encumbrances to be on or otherwise effect any of its properties other than pursuant to this Agreement; (b) Create or allow any Encumbrances to be on or otherwise affect any of its property or assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“collectively, "Permitted Liens”): Encumbrances"): (ai) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of Bank; (ii) Encumbrances for taxes, either assessments and other governmental charges incurred in the ordinary course of business which are not yet due and payable or the validity of which is are being diligently contested in good faith and by appropriate proceedings, proceedings and as with respect to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, reserves are being maintained; (iii) Pledges or the priority or value of the Agent’s Lien deposits made in the Collateral; (b) deposits under workmen’s ordinary course of business to secure payment of worker's compensation or to participate in any fund in connection with worker's compensation, unemployment insurance, insurance or other social security and obligations; (iv) Good faith pledges or deposits made in the ordinary course of business to secure performance of tenders, contracts (other than for the repayment of Indebtedness) or leases or to secure statutory obligations or surety, appeal, indemnity, performance or other similar laws; bonds required in the ordinary course of business; (cv) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and carriers or other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which payable; (vi) Encumbrances securing Indebtedness permitted under Section 6.2(c), provided that (A) no other covenants of this Agreement are being contested in good faith by appropriate proceedings thereby violated and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateralB) in the ordinary course case of business; Encumbrances over equipment, no equipment other than the equipment so acquired secures such Indebtedness; (gvii) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness Encumbrances, if any, otherwise expressly permitted by Section 9.2(a)(iiithis Agreement; (viii) below. Strawberry Fields LP shall not create, incur, assume Encumbrances set forth on Schedule 6.3 of this Agreement; and (ix) Judgment liens of less than Five Hundred Thousand Dollars ($500,000) or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other judgment liens that have been unstayed for less than Permitted Liensthirty (30) days.

Encumbrances. The Real Estate Company shall not Directly or indirectly create, incur, assume assume, or suffer permit to exist continue in existence any Lien of any nature whatsoever on any of its assets mortgage, lien, charge or propertyencumbrance on, includingor security interest in, without limitationor pledge or deposit of, or conditional sale or other title retention agreement with respect to the Collateral, other thanexcept for: (i) liens for taxes, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing assessments or governmental charges the payment of taxes, either not yet due or the validity of which is being contested in good faith not at the time required by appropriate proceedings, SECTION 3.2; (ii) statutory liens of landlords and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability liens of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’scarriers, warehousemen’s, carriers’ mechanics and other similar liens, securing obligations materialmen incurred in the ordinary course of business that are for sums not yet due and payable or which are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks it has made such reserve or other financial institutions where the Borrower maintain appropriate provision, if any, as shall be required by generally accepted accounting principles; (iii) liens incurred or deposits (other than deposits intended as cash collateral) made in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens business in connection with Indebtedness permitted workmen's compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (iv) any attachment lien being contested in good faith and by Section 9.2(a)(iiiproceedings promptly initiated and diligently conducted, unless the attachment giving rise thereto shall not, within sixty (60) below. Strawberry Fields LP days after the entry thereof, have been discharged or fully funded or shall not createhave been discharged within sixty (60) days after the termination of such bond; (v) any judgment lien, incurunless the judgment it secures shall not, assume within sixty (60) days after the entry thereof, have been discharged or suffer to exist any Lien execution thereof stayed pending appeal, or shall not have been discharged within sixty (60) days after the expiration of any nature whatsoever on such stay; (vi) easements, rights-of-way, restrictions and other similar charges or encumbrances incurred in the ordinary course of business and not interfering with the ordinary conduct of the business of Debtor; (vii) liens securing motor vehicle loans and leases provided that any Collateral related such lien shall at all times be confined to the Facility motor vehicle or Real Estate Company, including on any direct vehicles being purchased with the proceeds of such indebtedness or indirect equity interest in any Real Estate Company, leased; (viii) liens which (a) secure loans for the purchase of equipment other than Permitted Liensequipment which is purchased to replace equipment comprising the Collateral, (b) are confined to the equipment so purchased, and (c) are incurred with the Secured Party's prior written consent, which consent shall not be unreasonably withheld; (ix) liens, charges, encumbrances and priority claims junior to those of the Secured Party and which are incidental to the conduct of the business of Debtor and the ownership of its properties and assets and incurred in the ordinary course of Debtor's business; and (x) mortgages, liens and security interests securing the payment of the Secured Obligations.

Encumbrances. The Real Estate Company Credit Parties shall not, and shall not permit any Subsidiary of any Credit Party to, create, incur, assume assume, suffer or suffer permit to exist any Lien security interest, mortgage, pledge, Lien, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, including the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except (a) subject the security interests, hypothecs and Liens of the Collateral Agents pursuant to the terms and provisions of the applicable Mortgage, Financing Agreements; (b) Liens securing the payment of taxes, either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to Credit Parties or any Subsidiary, and in each case prior to the commencement of a foreclosure or other similar proceeding and with respect to which appropriate adequate reserves have been establishedset aside on its books; (ec) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of setnon-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits consensual statutory Liens (other than deposits intended as cash collateralLiens securing the payment of taxes) arising in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume Credit Parties’ or suffer to exist any Lien of any nature whatsoever on any Collateral related such Subsidiary’s business to the Facility extent: (i) such Liens secure Indebtedness which is not overdue or Real Estate Company(ii) such Liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Credit Parties or any Subsidiary, including in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens.its books;

Encumbrances. The Real Estate Company (a) Except for those liens, security interests and encumbrances presently in existence and reflected in the Company's financial statements referred to in Section 6.14 and disclosed in Exhibit 6A under Section 6.4, no Domestic Borrower shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its such Domestic Borrower's assets or property, (including, without limitation, the any Collateral, ) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company such Domestic Borrower shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws; , or securing the performance of bids, tenders, contracts (c) Liens in favor of the Agent other than for the benefit repayment of Lenders; (dborrowed money) subject to the terms and provisions of the applicable Mortgageor leases, liens imposed by lawor securing indemnity, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and performance or other similar liensbonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations incurred or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of business that such Domestic Borrower's business, which are not yet due past due; (c) liens and payable or which are being contested security interests in good faith by appropriate proceedings and favor of Lender for which appropriate reserves have been establishedthe ratable benefit of Lender; (d) liens securing the interests of Broker in any Margin Account; (e) leases with precautionary UCC filings zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of such Domestic Borrower's real property, and other liens, security interests and encumbrances on property which are subordinate to the liens and security interests of Lender and which do not, in Lender's sole determination: (includingi) materially impair the use of such property, but not limited to, equipment leases)or (ii) materially lessen the value of such property for the purposes for which the same is held by such Domestic Borrower; and (f) customary rights purchase money security interests securing amounts relating to items of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks equipment or other financial institutions where the capital assets (provided that no such purchase money security interests shall extend to or cover other property of such Domestic Borrower maintain deposits (other than deposits intended as cash collateralthe items of equipment or other capital assets so acquired). (b) in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP No Borrower shall not create, incur, assume or suffer to exist exist, or permit any Lien of its Subsidiaries to create, incur, assume or suffer to exist, any security interest, pledge, lien, levy, assessment, attachment, seizure, writ, distress warrant or other encumbrance of any nature whatsoever on or with regard to any Collateral related shares of capital stock of any Subsidiary of the Company (including, without limitation, any Foreign Subsidiary) other than (i) liens, security interests and pledges in favor of Lender and (ii) liens on, security interests in, and pledges of shares of current and future Subsidiaries of VSK Electronics. Borrowers shall give Lender at least thirty (30) days' prior written notice of the grant to the Facility or Real Estate Companyany Person (other than Lender) of a lien on, including on any direct or indirect equity security interest in or pledge of any Real Estate Company, other than Permitted Liensshares of any Subsidiary of VSK Electronics.

Encumbrances. The Real Estate Company shall Borrower will not grant, create, incur, assume, or suffer to exist and will not permit any of its Subsidiaries to grant, incur, assume or suffer to exist any Lien mortgage, pledge, lien, or other encumbrance of any nature whatsoever on kind upon, or any security interest (collectively, "Liens") in any of its assets or propertytheir assets, whether now owned or hereafter acquired, except for the following (collectively, "Permitted Encumbrances") which Permitted Encumbrances, to the extent encumbering Collateral, shall be subordinate to the Lien in favor of the Agent granted hereunder or under the Loan Documents except to the extent such Permitted Encumbrances may be granted statutory priority irrespective of order of perfection or are otherwise identified as senior or pari passu on Exhibit 6.4 attached hereto and made a part hereof: (A) Liens for taxes (1) not yet delinquent or (2) the nonpayment of which in the aggregate would not reasonably be expected to have a Material Adverse Effect, provided that no taxing authority has begun proceedings to enforce or execute on such Lien against Collateral having a fair market value in excess of $100,000.00 in the aggregate; or (3) being contested in good faith in appropriate proceedings provided that (a) such proceedings have the effect of staying any right of the taxing authority to enforce or execute against such lien, (b) the Borrower or its Subsidiary, as the case may be, prosecutes such action diligently and without delay, (c) the Borrower or its Subsidiary, as the case may be, creates adequate reserves for the payment of all such contested taxes, and (d) the Borrower or the Subsidiary, as the case may be, pays prior to delinquency any portion of such taxes not being contested in good faith; (B) pledges, deposits or other Liens in connection with the Borrower's statutory obligations respecting worker's compensation, unemployment insurance, or other social security obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements respecting such statutory obligations); (C) mechanic's, workman's, materialman's, landlor▇'▇, ▇▇▇▇ier's, warehouseman's, laborer's or other similar Liens arising in the Collateral, other than, subject ordinary course of business with respect to the terms and provisions obligations that are not overdue for a period of the applicable Mortgage, the following (“Permitted Liens”): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due more than 60 days or the validity of which is are being contested in good faith by appropriate proceedings, proceedings diligently conducted and as to which the Real Estate Company shall, if appropriate under in either case provided that adequate reserves have been established in accordance with GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (bD) deposits under workmen’s compensationeasements, unemployment insurancerights-of-way, social security zoning and other restrictions and other similar lawsencumbrances on the use of, and minor irregularities of title affecting, real property which do not interfere with the ordinary conduct of the business of the Borrowers and do not materially affect the value of such property; (cE) Liens in respect of judgments or awards for which appeals or proceedings for review are being prosecuted diligently, in good faith and without delay and in respect of which a stay of execution upon any such appeal or proceeding for review shall have been secured or the period within which such proceedings may be initiated shall not have expired; (F) Liens created in favor of manufacturers and/or manufacturers' representatives or agents to secure the purchase price of fixed assets acquired from such secured party by the Borrower or any of its Subsidiaries (or, to the extent assigned to and assumed by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition, acquired from such secured party by the assignor) and incurred at the time of acquisition or within one hundred eighty (180) days thereafter, so long as each such Lien shall not exceed the purchase price of the asset or assets so acquired and shall at all times be confined solely to the asset or assets so acquired and provided that at no time shall such Liens collectively secure more than $4,000,000.00 of Indebtedness; (G) Liens in favor of the Agent for the benefit of Lendersthe Lender Group and the Lien granted to each Lender pursuant to Section 9.3 hereof and Section 8.6 of the Guarantee; (dH) subject Liens granted to Mellon to secure the Borrower's and its Subsidiaries' guaranty obligation with respect to the terms ESOT Loan, the priority of such Liens to be pari passu with the priority of Liens referred to in clause (G) above and provisions otherwise to be governed by the Intercreditor Agreement; (I) Liens to secure the performance of the applicable Mortgagebids, liens imposed by lawtrade contracts (other than for borrowed money), such as mechanics’leases, materialmen’sstatutory obligations, landlord’ssurety and appeal bonds, warehousemen’sperformance bonds, carriers’ judgment and like bonds, replevin and similar bonds and other similar liens, securing obligations of a like nature incurred in the ordinary course of business business, (J) Liens in existence on the Closing Date and listed in Exhibit 6.4, provided that are no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedincreased; (eK) leases with precautionary UCC filings (includingLiens on patents, but not limited topatent applications, equipment leases); (f) customary rights trademarks, trademark applications, trade names, service marks, copyrights, technology, know-how and processes to the extent such Liens arise from the granting of setlicenses to use such patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, technology, know-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) how and processes to any Person in the ordinary course of business; (g) judgment business of the Borrower and attachment liens not giving rise to an Event of Defaultits Subsidiaries; and (hL) liens Liens securing Contingent Liabilities permitted under Section 6.7(F) not exceeding (as to the Borrower and its Subsidiaries) $1,000,000.00 in connection with Indebtedness permitted by Section 9.2(a)(iii) belowthe aggregate amount at any time outstanding. Strawberry Fields LP shall The Borrower will not enter into or permit any of its Subsidiaries to enter into any other agreement which prohibits or restricts the ability of such Person to create, incur, assume assume, grant, or suffer to exist any Liens upon, or any security interest in, any of its assets, whether now owned or hereafter acquired, except (1) as set forth in the ESOT Assignment Documents and (2) as provided in any agreement respecting a Lien of any nature whatsoever on any Collateral related permitted pursuant to clause (F) above provided that such prohibition or limitation (a) is effective only with respect to the Facility assets so financed or Real Estate Company, including on acquired and (b) is ineffective against any direct or indirect equity interest Lien created hereby in any Real Estate Company, other than Permitted Liensfavor of the Agent.

Encumbrances. The Real Estate Company Borrower shall not, and shall not permit any Subsidiary to, create, incur, assume assume, suffer or suffer permit to exist any Lien security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other thansimilar notice of any security interest or lien with respect to any such assets or properties, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject to the terms security interests and provisions liens of the applicable Mortgage, Liens Lender; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either (i) not yet due overdue or (ii) the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for which available to Borrower, provided, that, (A) adequate reserves or other appropriate reserves provision, if any, as are required by GAAP have been established; made therefor, (eB) leases a stay of enforcement of any such liens is in effect and (C) Lender may establish a Reserve with precautionary UCC filings respect thereto; (includingc) non-consensual statutory liens of landlords, but not limited tocarriers, equipment leases); (f) customary rights of set-offwarehousemen, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or mechanics and other financial institutions where the Borrower maintain deposits like persons (other than deposits intended as cash collateralliens securing the payment of taxes, assessments or other governmental charges or levies) arising in the ordinary course of business; Borrower's business to the extent: (i) such liens secure obligations which are not overdue or (ii) such liens secure obligations relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Real Property which do not interfere in any material respect with the use of such Real Property or ordinary conduct of the business of Borrower as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property to secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and deposits of cash by Borrower after the date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the current practices of Borrower as of the date hereof; (g) judgment pledges and attachment deposits of cash by Borrower after the date hereof to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of Borrower as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Lender; (h) liens arising from (i) operating leases and the precautionary UCC or PPSA financing statement filings in respect thereof and (ii) equipment or other materials which are not giving rise owned by Borrower located on the premises of Borrower (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Borrower and the precautionary UCC or PPSA financing statement filings in respect thereof; (i) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default; , provided, that, (i) such liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, (iii) a stay of enforcement of any such liens is in effect and (hiv) Lender may establish a Reserve with respect thereto; (j) liens arising solely pursuant to any statutory or common law providing for banker's liens, rights of set-off or similar rights, in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createeach case incurred in the ordinary course of the business of Borrower, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related except to the Facility extent such liens or Real Estate Company, including rights of set-off or similar rights have been waived or modified; (k) the pledge of cash by Borrower to the issuer of the Existing Letters of Credit prior to the date hereof in the amount of $3,500,000 to secure the contingent Indebtedness of Borrower to the Existing Lenders permitted under Section 9.9(f) hereof; (l) the security interests and liens set forth on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensSchedule 8.4 to the Information Certificate.

Encumbrances. The Real Estate Company Until all obligations of the Borrower under the Loan Documents are paid and performed in full, the Borrower hereby covenants and agrees that it shall not not, unless the Lender otherwise consents in advance in writing, create, incur, assume or suffer to exist exist, any Lien Encumbrance of any nature whatsoever on kind, upon any of its properties, assets or property, including, without limitation, the Collateral, other thanwhether now owned or hereafter acquired, subject to except: (i) Encumbrances securing the terms and provisions Toyo Loan; (ii) when the Toyo Loan is repaid in full, Encumbrances securing the Senior Loan; (iii) the Encumbrances granted in favor of the applicable Mortgage, Lender under the following Mortgage and other Security Documents; (“Permitted Liens”): (aiv) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of Encumbrances for taxes, either assessments and other governmental charges not yet due and payable or the validity of which is due and payable, but not yet delinquent, or that are being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (bv) deposits under or pledges to secure the payment of workmen’s 's compensation, unemployment insurance, insurance or other social security and benefits or obligations, or to secure the performance of trade contracts, leases, public or statutory obligations, surety or appeal bonds or other similar laws; (c) Liens in favor obligations of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations a like general nature incurred in the ordinary course of business; (vi) landlords', mechanics', materialmen's, warehousemen's, carriers', or other like Encumbrances arising in the ordinary course of business that securing obligations which are not yet due and payable overdue for a period longer than 30 days, or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedare being diligently pursued or as to which the Encumbrances are bonded to the satisfaction of the Lender; (evii) leases with precautionary UCC filings easements, rights of way, zoning, similar restrictions, and other similar encumbrances or title defects that, singly or in the aggregate, do not in any case materially detract from the value of the property subject thereto (including, but not limited to, equipment leasesas such property is used by the Borrower); (fviii) customary rights Encumbrances arising by operation of set-offlaw in connection with judgments, revocationonly to the extent, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) for an amount, and for a period not resulting in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; (ix) Encumbrances securing capitalized lease obligations insofar as such Encumbrances cover assets acquired pursuant to such capitalized lease obligations; (x) Encumbrances described in EXHIBIT B to the Mortgage; and (hxi) liens in connection with Indebtedness --------- other Encumbrances permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to under the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensSecurity Documents (collectively "PERMITTED ENCUMBRANCES").

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in Borrower’s financial statements referred to in Section 6.13 and disclosed in Exhibit 6A under Section 6.4, Borrower and its consolidated subsidiaries shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its their assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; , or securing the performance of bids, tenders, contracts (c) Liens in favor of the Agent other than for the benefit repayment of Lenders; (dborrowed money) subject to the terms and provisions of the applicable Mortgageor leases, liens imposed by lawor securing indemnity, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and performance or other similar liensbonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations incurred or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of business that Borrower’s business, which are not yet due past due; (c) liens securing the interests of the broker with respect to any Margin Account; (d) liens on or security interests in cash or other deposits up to the aggregate amount of $20,000,000 securing the interests of issuers of letters of credit, but only at such time as mutually agreed upon by other unsecured pari passu creditors of Borrower; and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (includingany other liens, but not limited to, equipment leases); (f) customary rights security interests and encumbrances on property of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (and its consolidated subsidiaries other than deposits intended as cash collateralInventory, Accounts, General Intangibles (including contract rights) in or the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensproceeds thereof.

Encumbrances. The Real Estate Company Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien security interest, mortgage, hypothec, pledge, lien, hypothecation, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject liens, security interests and charges of Lender with respect to the terms assets of each Borrower and provisions of the applicable Mortgage, Liens Guarantor and their respective Subsidiaries; (b) liens securing the payment of taxes, either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to such Borrower or Guarantor and with respect to which appropriate adequate reserves have been established; set aside on its books; (ec) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of setnon-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits consensual statutory liens (other than deposits intended as cash collateralliens securing the payment of taxes) arising in the ordinary course of business; such Borrower's or Guarantor's business (including carriers', warehousemen's, materialmen's and mechanics' liens) to the extent: (i) such liens secure Indebtedness or obligations which are not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or Guarantor, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) pledges and deposits of cash by any Borrower or Guarantor after the date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the current practices of Borrowers and Guarantors as of the date hereof; (e) zoning restrictions, easements, reservations, exceptions, encroachments, rights of way, licenses, covenants and other restrictions or encumbrances affecting the use of Real Property which do not interfere in any material respect with the use of such Real Property or ordinary conduct of the business of such Borrower as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (f) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property (including improvements thereto) arising after the date hereof in the aggregate for all Borrowers and Guarantors not to exceed the US Dollar Equivalent of US$1,000,000 during each fiscal year so long as such security interests and mortgages do not apply to any property of such Borrower or Guarantor other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (g) judgment the security interests and attachment liens not giving rise upon any assets of Automatic Safety Mexico and Automotive Safety Czech to an Event secure Indebtedness of Default; and such Person permitted under Section 9.9(d) hereof; (h) security interests and liens in connection with existence on the date hereof which are set forth on Schedule 8.4 hereto; (i) liens and security interests of Existing Agent for the benefit of itself and Existing Lenders to secure Indebtedness of Borrowers to Existing Lenders permitted under Section 9.9(g) and the guaranties of such Indebtedness permitted by under Section 9.2(a)(iii) below. Strawberry Fields LP 9.10(o); provided, that such liens and security interests shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related be subject to the Facility or Real Estate CompanyIntercreditor Agreement; and (j) liens and security interests of Bank of America, including N.A. on any direct or indirect equity interest cash of Automotive International in any Real Estate Companyan amount not to exceed $694,134 held as of the date hereof in a bank account at Bank of America, other than Permitted LiensN.A. to secure reimbursement obligations in respect of the Existing Letters of Credit.

Encumbrances. The Real Estate Company Borrower shall not not, either directly or indirectly, create, incurassume, assume incur or suffer or permit to exist any Lien or charge of any nature whatsoever on kind or character upon any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions asset of the applicable MortgageBorrower, whether owned at the following (“Permitted Liens”): date hereof or hereafter acquired except: (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of for taxes, either assessments or other governmental charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings in such a manner as not to make the property forfeitable; (b) Liens or charges incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of an advance or credit, and 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 business; (c) Liens arising out of judgments or awards against the Borrower with respect to which it shall concurrently therewith be prosecuting a timely appeal or proceeding for review and with respect to which appropriate reserves it shall have been established; secured a stay of execution pending such appeal or proceedings for review; (d) pledges or deposits to secure obligations under worker’s compensation laws or similar legislation; (e) good faith deposits in connection with lending contracts or leases with precautionary UCC filings (including, but not limited to, equipment leases); to which the Borrower is a party; (f) customary rights deposits to secure public or statutory obligations of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; Borrower; (g) judgment Liens existing on the date hereof and attachment liens not giving rise disclosed on the financial statements referred to an Event of Default; and in Section 9.7; (h) liens Liens securing obligations permitted under Section 8.1(f) and/or Section 8.1(g); and (i) Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other similar Liens, in connection each case securing obligations that are not overdue by more than thirty (30) days or are being reasonably and in good faith contested by Borrower by appropriate proceedings, with Indebtedness permitted adequate reserves being set aside by Section 9.2(a)(iiiBorrower on its books.” (j) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related Liens granted to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensBank hereunder.

Encumbrances. The Real Estate Company Neither the Borrower nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of any nature whatsoever on a conditional vendor upon or with respect to any of its property or assets ("ENCUMBRANCES"), or propertyassign or otherwise convey any right to receive income, includingincluding the sale or discount of accounts receivable with or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“Permitted Liens”): "PERMITTED ENCUMBRANCES"): (a) subject Encumbrances in favor of the Agent or any of the Lenders to secure Obligations; (b) Encumbrances existing as of the date of this Agreement and disclosed in EXHIBIT C hereto; (c) liens for taxes, fees, assessments and other governmental charges to the terms and extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (d) landlords' and lessors' liens in respect of rent not in default or liens in respect of pledges or deposits under workmen's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and similar bonds incidental to litigation; mechanics', warehouseman's, laborers' and materialmen's and similar liens, if the applicable Mortgage, Liens securing the payment of taxes, either obligations secured by such liens are not yet due then delinquent or the validity of which is are being contested in good faith by appropriate proceedings, with adequate reserves maintained in accordance with GAAP; deposits, pledges and as other liens securing the performance of bids, tenders, contracts (other than for the payment of money); and deposits, pledges and other liens securing statutory obligations or surety, indemnity, performance, or other similar bonds incidental to which the Real Estate Company shallconduct of the Borrower's or a Subsidiary's business in the ordinary course and that 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; (e) judgment liens securing judgments unless (i) such liens are not fully covered by insurance, and shall not have been in existence for a period longer than 10 days after the creation thereof or, if appropriate under GAAPa stay of execution shall have been obtained, have set aside on its books and records adequate reserves, provided, that for a period longer than 10 days after the expiration of such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilitiesstay, or the priority or value (ii) do not give rise to an Event of the Agent’s Lien in the Collateral; Default under Section 8.1 (bf) deposits rights of lessors under workmen’s compensationcapital leases; (g) easements, unemployment insurancerights of way, social security restrictions and other similar laws; (c) Liens charges or Encumbrances relating to real property and not interfering in favor a material way with the ordinary conduct of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred Borrower' business or arising in the ordinary course of business that are and not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and securing monetary obligations; (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createconstituting a renewal, incur, assume extension or suffer to exist any Lien replacement of any nature whatsoever on any Collateral related to Permitted Encumbrance; or (i) restrictions under federal and state securities laws regarding the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Lienstransfer of securities.

Encumbrances. The Real Estate Company shall ADT Limited will not, and will not permit any of its subsidiaries to, create, incur, assume or suffer to exist any Lien of any nature whatsoever on encumbrance upon any of its assets or property, includingrevenues or assets (including Capital Stock of subsidiaries of ADT Limited), without limitationwhether now owned or hereafter acquired, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject to the terms and provisions of the applicable Mortgage, Liens encumbrances securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate any obligation under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; Finance Document; (b) deposits under workmen’s compensation, unemployment insurance, social security encumbrances granted prior to 23 August 1995 to secure Indebtedness of the type permitted and other similar laws; described in clause (c) Liens in favor of Section 4.2.2 and encumbrances securing refinancings thereof permitted by clause (o) of Section 4.2.2 and sub-paragraph (i) of the Agent for definition of "Permitted Indebtedness" of the benefit Facility Agreement respectively; (c) encumbrances granted to secure Indebtedness of Lenders; the type permitted and described in clause (h) of Section 4.2.2 and sub-paragraph (f) of the definition of "Permitted Indebtedness" of the Facility Agreement and covering only those assets acquired with the proceeds of such Indebtedness and encumbrances with respect to such assets securing refinancings of such Indebtedness permitted by clause (o) of Section 4.2.2, respectively; (d) subject to encumbrances for taxes, assessments or other governmental charges or levies not at the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings and for which appropriate adequate reserves in accordance with GAAP shall have been established; set aside on its books; (e) leases encumbrances of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with precautionary UCC filings (including, but not limited to, equipment leases); GAAP shall have been set aside on its books; (f) customary rights encumbrances incurred in the ordinary course of set-offbusiness in connection with workmen's compensation, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks unemployment insurance or other financial institutions where the Borrower maintain deposits forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than deposits intended for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (g) judgment encumbrances (i) in an aggregate amount not in excess of $15,000,000, (ii) as cash collateralto which enforcement proceedings shall not have commenced and there shall not have been a period of 30 consecutive days during which such judgment was not stayed or (iii) the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (h) encumbrances with respect to assets of a subsidiary of ADT Limited (other than any member of the Group) granted to secure Indebtedness owing to the Borrower or any other Obligor or any of the Obligors under the US $200 million Credit Facility or under any other Indebtedness described at clause (q) of Section 4.2.2; (i) encumbrances with respect to assets of a subsidiary of ADT Limited (other than any member of the Group) granted to secure Indebtedness owing to ADT Limited or a wholly owned subsidiary of ADT Limited; (j) encumbrances (i) existing at the time that a person becomes a subsidiary of ADT Limited in a transaction permitted hereunder or (ii) assumed in connection with an acquisition of assets permitted hereunder; provided, however, that any such encumbrance covers only assets that were subject to such encumbrance prior to the related transaction and was not created, assumed or incurred in contemplation of such transaction; (k) easements, rights-of-way, restrictions and other similar charges or encumbrances not interfering in any material respect with the business of ADT Limited or any of its subsidiaries and incurred in the ordinary course of business; ; (gl) judgment the encumbrance inherent in the right of any bank to set off deposits against debts owed to such bank; (m) encumbrances in favour of customs and attachment liens not giving rise revenue authorities arising as a matter of law to an Event secure payment of Default; and (h) liens customs duties in connection with Indebtedness permitted the importation of goods; (n) encumbrances arising by Section 9.2(a)(iii) below. Strawberry Fields LP shall operation of law incurred in the ordinary course of business and which encumbrances, singly or in the aggregate, do not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest interfere in any Real Estate Companymaterial respect with the business of ADT Limited or any of its subsidiaries; (o) encumbrances created by ADT Operations, Inc. or any of its subsidiaries to secure Indebtedness referred to in Section 4.2.2(q); and (p) other than Permitted Liensencumbrances securing Indebtedness in an aggregate amount not to exceed $15,000,000 at any time outstanding.

Encumbrances. The Real Estate Company Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other thansimilar notice of any security interest or lien with respect to any such assets or properties, subject to the terms and provisions of the applicable Mortgageexcept for (collectively, the following (“Permitted Liens”): ): (a) subject to the terms security interests and provisions liens of Lender and any Bank Product Provider and the rights of setoff of Lender and any Bank Product Provider provided for herein or under applicable Mortgage, Liens law; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to Borrower and any of its Subsidiaries as the case may be and with respect to which appropriate adequate reserves have been established; set aside on the books of the Borrower and its Subsidiaries to the extent required by GAAP; (c) non-consensual statutory liens (other than liens securing the payment of taxes, including but not limited to carriers’, warehousemen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ liens and other similar liens) arising in the ordinary course of business of the Borrower or any of its Subsidiaries to the extent: (i) such liens secure obligations which are not overdue or are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower and such Subsidiary in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books to the extent required by GAAP or (ii) such liens secure obligations relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books to the extent required by GAAP; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Real Property which do not interfere in any material respect with the use of such Real Property or ordinary conduct of the business of Borrower or any of its Subsidiaries as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (e) leases (i) purchase money security interests in Equipment (including Capital Leases) to secure Indebtedness permitted under Section 9.9(b) hereof and (ii) purchase money security interests (including Capital Leases) in the Distribution Center (or any of its constituent parts), as applicable, to secure Indebtedness permitted under Section 9.9(b) hereof, in each case so long as such security interests are limited to the Equipment or the Distribution Center (or any of its constituent parts), as applicable, acquired with precautionary UCC filings such Indebtedness, and the Indebtedness secured thereby does not exceed the cost of the Equipment in the Distribution Center (includingor any of its constituent parts), but not limited toas applicable, equipment leases); so acquired; (f) customary pledges and deposits of cash by Borrower or any of its Subsidiaries after the date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the current practices of Borrower or such Subsidiary as of the date hereof; (g) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by Borrower or its Subsidiaries located on the premises of Borrower or its Subsidiaries (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Borrower or any of its Subsidiaries and the precautionary UCC financing statement filings in respect thereof; (h) liens or rights of set-off, revocation, refund setoff against credit balances of Borrower or chargeback under deposit agreements any of its Subsidiaries with Credit Card Issuers or under the Uniform Commercial Code Credit Card Processors or common law of banks amounts owing by such Credit Card Issuers or other financial institutions where the Credit Card Processors to Borrower maintain deposits (other than deposits intended as cash collateral) or such Subsidiary in the ordinary course of business; , but not liens on or rights of setoff against any other property or assets of Borrower or such Subsidiary, pursuant to the Credit Card Agreements (gas in effect on the date hereof) judgment to secure the obligations of Borrower or such Subsidiary to the Credit Card Issuers or Credit Card Processors as a result of fees and attachment chargebacks; (i) statutory or common law liens or rights of setoff of depository banks with respect to funds of Borrower or any of its Subsidiaries at such banks to secure fees and charges in connection with returned items or the standard fees and charges of such banks in connection with the deposit accounts maintained by Borrower or such Subsidiary at such banks (but not giving rise any other Indebtedness or obligations); (j) deposits of cash with the owner or lessor of premises leased and operated by Borrower or any of its Subsidiaries in the ordinary course of the business of Borrower or such Subsidiary to secure the performance by Borrower or such Subsidiary of its obligations under the terms of the lease for such premises; (k) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) such liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, (iii) a stay of enforcement of any such liens is in effect and (iv) Lender may establish a Reserve with respect thereto; (l) the security interests and liens set forth in the Information Certificate and any security interests and liens granted as a replacement or substitute therefor; provided that any such replacement or substitute security interest or lien (i) does not secure an aggregate amount of Indebtedness or other obligations, if any, greater than that secured on the date hereof and (ii) does not encumber any property other than the property subject thereto on the date hereof; (m) liens (i) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness for borrowed money) or (ii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; (n) liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business of the Borrower or such Subsidiary in accordance with the past practices of the Borrower or such Subsidiary; (o) liens on property rented to, or leased by, the Borrower or any of its Subsidiaries pursuant to a Sale and Leaseback Transaction; provided that (i) such Sale and Leaseback Transaction is permitted by Section 9.23, (ii) such liens do not encumber any other property of the Borrower or any of its Subsidiaries, and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction; (p) licenses or sublicenses of Intellectual Property granted by the Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Borrower or any of its Subsidiaries; (q) leases, subleases, licenses and sublicenses of the properties of Borrower or any of its Subsidiaries, in each case entered into in the ordinary course of the business of the Borrower of such Subsidiary so long as such leases, subleases, licenses and sublicenses do not (i) individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or (ii) secure any Indebtedness; (r) liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code as in effect in the State of New York or any similar section under any applicable UCC, covering only the items being collected upon; (s) liens encumbering the underlying fee interest of any Real Property for which Borrower or any of its Subsidiaries has only a leasehold or subleasehold interest in the Real Property; (t) all matters set forth in any lease that is a leasehold interest included as Real Property (but only to the extent that Borrower or any of its Subsidiaries only has a leasehold or subleasehold interest in the Real Property); (u) liens on property of a person existing at the time such person is acquired or merged with or into or consolidated with the Borrower or any of its Subsidiaries to the extent permitted hereunder; provided that such liens (i) do not extend to property not subject to such liens at the time of such acquisition, merger or consolidation (other than improvements thereon), (ii) are no more favorable to the lienholders than such existing liens; and (hiii) are not created in anticipation or contemplation of such acquisition, merger or consolidation; (v) [intentionally left blank]; (w) liens securing Indebtedness incurred by a non-Loan Party pursuant to Section 9.9(p); (x) liens not otherwise permitted under this Section 9.8 securing obligations that do not in connection with Indebtedness permitted by Section 9.2(a)(iiithe aggregate exceed $1,500,000 at any time outstanding; and (y) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related liens granted to the Facility or Real Estate CompanyTerm Collateral Agent, including on any direct or indirect equity interest in any Real Estate Companyfor the benefit of itself and the Term Secured Parties, other than Permitted Liensto secure Indebtedness evidenced by the Term Loan Documents to the extent such Liens are subject to the terms and conditions of the Intercreditor Agreement.

Encumbrances. The Real Estate Company Except as set forth in Schedule 8.1, Borrower shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or propertyassets, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following : (“Permitted Liens”): (ai) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shallBorrower, if appropriate under GAAPgenerally accepted accounting principles, shall have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (bii) deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor , or to secure the performance of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgagebids, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable tenders or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateralfor the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (giii) judgment liens and attachment security interests in favor of Lender; (iv) liens which arise by operation of law, other than Environmental Liens; (v) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property; (vi) liens on Equipment securing purchase money security indebtedness permitted under clause (iv) of the first sentence of subsection 8.2; (vii) liens arising as a result of any judgments or orders requiring payment of not giving rise more than $100,000 in the aggregate, provided (a) such judgments and orders are being contested or appealed by Borrower in good faith, by appropriate proceedings promptly initiated and diligently conducted, (b) Borrower has established adequate reserves to an Event cover such judgments and orders and (c) the enforcement of Defaultany such lien has been stayed during the pendency of such contest or appeal; and (hviii) other liens and encumbrances on property, which do not, in connection Lender's sole determination, (a) mateuch property, or (b) materially lessen the value of such property for the purposes for which the same is held by Borrower. Borrower shall not permit the filing of any financing statement naming Borrower as debtor, except for financing statements filed with Indebtedness respect to liens or security interests expressly permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensthis Agreement.

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in Borrower’s financial statements referred to in Section 4.12, and those created by the Security Agreement and the Mortgage, Borrower shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its Borrower’s assets or property(and, including, without limitationfor this purpose, the Collateral, Company’s “priced as sold” arrangements with respect to its purchases of almonds and walnuts from growers in the ordinary course of business as customarily conducted in the past shall not be considered an assignment or a conveyance of a right to receive income or profits) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits with insurance carriers or under workmen’s compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations (including obligations to landlords, warehousemen and mechanics) or surety bonds, or securing indemnity, performance or other similar bonds in the ordinary course of Borrower’s business, which are not past due; (c) Liens liens securing appeal bonds securing judgments not in excess of $1,000,000; (d) liens and security interests in favor of the Agent for the ratable benefit of the Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases)liens securing the interests of Broker in any Margin Account; (f) customary rights zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of set-offBorrower’s real property, revocationand other liens, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) security interests and encumbrances on property and which do not, in the ordinary course Agent’s reasonable determination: (i) materially impair the use of businesssuch property, or (ii) materially lessen the value of such property for the purposes for which the same is held by Borrower; (g) judgment and attachment liens purchase money security interests securing amounts not giving rise to an Event exceeding $1,500,000 in the aggregate during any fiscal year of DefaultBorrower; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien and encumbrances as described as part of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensProject.

Encumbrances. The Real Estate Company Neither the Borrower nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien Encumbrance of any nature whatsoever on kind upon or with respect to any of its assets their property or propertyassets, includingor assign or otherwise convey any right to receive income, including the sale or discount of Receivables with or without limitationrecourse, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“Permitted LiensEncumbrances”): ): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Agent or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; Lenders to secure Obligations; (b) Encumbrances existing as of the date of this Agreement and disclosed in Exhibit C hereto; (c) liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (d) landlords’ and lessors’ liens in respect of rent not in default or liens in respect of pledges or deposits under workmen’s compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and other similar lawsbonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmenwarehouseman’s, landlord’s, warehousemen’s, carrierslaborers’ and other materialmen’s and similar liens, securing if the obligations incurred in the ordinary course of business that secured by such liens are not yet due and payable then delinquent or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedfaith; (e) leases with precautionary UCC filings (includingliens securing the performance of bids, but not limited totenders, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateral) for the payment of money); and liens securing statutory obligations or surety, indemnity, performance, or other similar bonds incidental to the conduct of the Borrower’s or a Subsidiary’s business in the ordinary course and that 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; ; (e) judgment liens securing judgments that are fully covered by insurance, and shall not have been in existence for a period longer than ten (10) days after the creation thereof or, if a stay of execution shall have been obtained, for a period longer than ten (10) days after the expiration of such stay; (f) easements, rights of way, restrictions and other similar charges or Encumbrances relating to real property and not interfering in a material way with the ordinary conduct of the Borrower’s business; (g) judgment restrictions under federal and attachment liens not giving rise to an Event state securities laws regarding the transfer or issuance of Default; and securities; (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createconstituting a renewal, incur, assume extension or suffer to exist any Lien replacement of any nature whatsoever Permitted Encumbrance; or (i) sales permitted under Section 7.4(c) hereof, provided that no purchaser or other Person involved in such transactions shall receive or retain any Encumbrance on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensCollateral.

Encumbrances. The Real Estate Company Except for those liens, security interests and ------------ encumbrances presently in existence and reflected in Borrower's financial statements referred to in Section 6.14 and permitted under Section 6.4, Borrower ------------ shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its assets or property, including, without limitation, the Collateral, Collateral other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAPgenerally accepted accounting principles, have set aside on its Borrower's books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws; , or securing the performance of bids, tenders, contracts (c) Liens in favor of the Agent other than for the benefit repayment of Lenders; (dborrowed money) subject to the terms and provisions of the applicable Mortgageor leases, liens imposed by lawor securing indemnity, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and performance or other similar liensbonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations incurred or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of business that are not yet due Borrower's business; (c) liens and payable or which are being contested security interests in good faith by appropriate proceedings and for which appropriate reserves have been establishedfavor of FBS Ag Credit; (d) liens securing the interests of Broker in any Margin Account; (e) leases with precautionary UCC filings zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Borrower's real property, and other liens, security interests and encumbrances on property which are subordinate to the liens and security interests of FBS Ag Credit and which do not, in FBS Ag Credit's sole determination: (includingi) materially impair the use of such property, but not limited to, equipment leases)or (ii) materially lessen the value of such property for the purposes for which the same is held by Borrower; and (f) customary rights purchase money security interests securing amounts relating to such items of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended Equipment as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise are specifically consented to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensFBS Ag Credit.

Encumbrances. The Real Estate Company shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): (a) subject to liens and security interests of Agent, for itself and the terms and provisions benefit of the applicable Mortgage, Liens Lender; (b) liens securing the payment of taxes, either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to Borrower and with respect to which appropriate adequate reserves have been established; set aside on its books; (ec) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of setnon-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits consensual statutory liens (other than deposits intended as cash collateralliens securing the payment of taxes) arising in the ordinary course of business; Borrower's business to the extent: (i) such liens secure indebtedness which is not overdue or (ii) such liens secure indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Real Property which do not interfere in any material respect with the use of such Real Property or ordinary conduct of the business of Borrower as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including capital leases) and fixtures, and purchase money mortgages on real estate, or other security interests in equipment and fixtures, arising after the date hereof to secure indebtedness permitted under Sections 10.9(c) and 10.9(d) hereof, in each case, so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired or otherwise subject to such security interest, and the indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired or otherwise subject to such security interest, as the case may be; (f) liens or rights of setoff or credit balances of Borrower with Credit Card Issuers, but not liens on or rights of setoff against any other property or assets of Borrower pursuant to the Credit Card Agreements (as in effect on the date hereof) to secure the obligations of Borrower to the Credit Card Issuers as a result of fees and chargebacks; (g) judgment deposits of cash with the owner or lessor of premises leased and attachment liens not giving rise operated by Borrower in the ordinary course of the business of Borrower to an Event secure the performance by Borrower of Defaultits obligations under the terms of the lease for such premises; and and (h) the liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever and security interests set forth on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensSchedule 9.4 hereto.

Encumbrances. The Real Estate Company Borrower and the Guarantor shall not create, incur, assume or suffer permit to exist any Lien of any nature whatsoever Encumbrances on any of its assets property now owned or propertyhereafter acquired, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except for the following (“hereinafter referred to as the "Permitted Liens”): Encumbrances"): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of Encumbrances for taxes, either assessments, or other governmental charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings action promptly initiated and for which appropriate diligently conducted, if such reserves as shall be required by GAAP shall have been established; made therefor; (eb) leases with precautionary UCC filings (includingEncumbrances of landlords, but not limited tovendors, equipment leases); (f) customary rights of set-offcarriers, revocationwarehousemen, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common mechanics, laborers and materialmen arising by law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; business for sums either not yet due or being contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor; (c) Inchoate liens arising under ERISA to secure the contingent liabilities, if any, permitted by this Agreement; (d) The Collateral Documents and any other Encumbrances in favor of the Lenders to secure the Indebtedness of the Borrower to the Lenders; (e) Encumbrances in favor of EnCap, provided such Encumbrances are subordinated in favor of Bank pursuant to the Subordination Agreement; (f) Subject to Section 13.11. below, Encumbrances granted prior to the date of this Agreement to secure Non-Recourse Indebtedness, and/or Encumbrances granted after the date of this Agreement to secure Non-Recourse Indebtedness; (g) judgment and attachment liens not giving rise to an Event Encumbrances existing as of Defaultthe date of this Agreement in favor of Hibernia Corporation and/or Hibernia Energy Investment Corporation as security for the HEIC Facility; and and (h) liens Encumbrance evidenced by that certain UCC-1 financing statement by PetroQuest Energy One, L.L.C. in connection favor of Linc Monex, recorded with Indebtedness permitted by Section 9.2(a)(iii) belowthe Secretary of State of Texas under No. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens98-215813.

Encumbrances. The Real Estate Company Neither the Borrower nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance of any nature whatsoever on kind, including the lien or retained security title of a conditional vendor upon or with respect to any of its property or assets ("ENCUMBRANCES"), including without limitation any Accounts Receivable, Intellectual Property or propertycontracts, includingor assign or otherwise convey any right to receive income, including the sale or discount of Accounts Receivable with or without limitationrecourse, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“Permitted Liens”): "PERMITTED ENCUMBRANCES"): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Lender or the validity of which is being contested in good faith by appropriate proceedings, and as Issuing Bank to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; secure Obligations; (b) Encumbrances existing as of the date of this Agreement and disclosed in EXHIBIT C hereto; (c) Encumbrances securing Indebtedness permitted by Section 7.1(e), PROVIDED that (i) each such Encumbrance is given solely to secure the purchase price of the property acquired, does not extend to any other property and is given at the time of acquisition of the property, and (ii) the Indebtedness secured thereby does not exceed the lesser of the cost of such property or its fair market value at the time of acquisition; (d) liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (e) landlords' and lessors' liens in respect of rent not in default or liens in respect of pledges or deposits under workmen’s 's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and other similar lawsbonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms mechanics', warehouseman's, laborers' and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ 's and other similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids, tenders, contracts (other than for the payment of money); and liens securing statutory obligations incurred or surety, indemnity, performance, or other similar bonds incidental to the conduct of the Borrower's or a Subsidiary's business in the ordinary course and that do not in the aggregate materially detract from the value of business that are not yet due and payable its property or which are being contested materially impair the use thereof in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); the operation of its business; (f) customary judgment liens securing judgments that (i) are not fully covered by insurance, and (ii) shall not have been in existence for a period longer than 10 days after the creation thereof or, if a stay of execution shall have been obtained, for a period longer than 10 days after the expiration of such stay; (g) rights of set-offlessors under capital leases to the extent such capital leases are permitted under Section 7.1(e); (h) easements, revocationrights of way, refund restrictions and other similar charges or chargeback under deposit agreements Encumbrances relating to real property and not interfering in a material way with the ordinary conduct of the Borrower's business; (i) liens constituting a renewal, extension or under the Uniform Commercial Code or common law replacement of banks or other any Permitted Encumbrance; and (j) Encumbrances in favor of reputable financial institutions where in connection with the Borrower maintain deposits (other than deposits intended as cash collateral) Borrower's factoring of Accounts Receivable and Qualified Multiyear License Agreements in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createcourse, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related but only to the Facility or Real Estate Company, including on any direct or indirect equity interest extent that the Borrower at all times maintains a Borrowing Base sufficient in any Real Estate Company, other than Permitted Liensamount to cover the full amount of the Commitment.

Encumbrances. The Real Estate Neither the Company nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of any nature whatsoever on a conditional vendor upon or with respect to any of its property or assets ("ENCUMBRANCES"), or propertyassign or otherwise convey any right to receive income, includingincluding the sale or discount of accounts receivable with or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“Permitted Liens”): "PERMITTED ENCUMBRANCES"): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Bank or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; its Affiliates; (b) Encumbrances existing as of the date hereof and disclosed in SCHEDULE 6.4 hereto and securing any refinancing of Indebtedness provided that such refinancing is permitted pursuant to Section 6.1(b); (c) Encumbrances for purchase money obligations or Capital Leases permitted pursuant to Section 6.1(f); PROVIDED that such Encumbrances shall not attach to property and assets of the Company or any Subsidiary not purchased with the proceeds of such purchase money obligations; (d) liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; and (e) landlords' and lessors' liens in respect of rent not in default or liens in respect of pledges or deposits under workmen’s 's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and other similar lawsbonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms mechanics', laborers' and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ 's and other similar liens, securing if the obligations incurred in the ordinary course of business that secured by such liens are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedthen delinquent; (e) leases with precautionary UCC filings (includingliens securing the performance of bids, but not limited totenders, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateral) for the payment of money); and statutory obligations incidental to the conduct of its business and that do not in the ordinary course aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens.

Encumbrances. The Real Estate Company Borrower shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, including the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject to the terms liens and provisions security interests of the applicable Mortgage, Liens Lender; (b) liens securing the payment of taxes, either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to Borrower and with respect to which appropriate adequate reserves have been establishedset aside on its books in accordance with GAAP; (c) non-consensual statutory liens (other than liens pursuant to ERISA or any Environmental Laws or securing the payment of taxes) arising in the ordinary course of Borrower's business to the extent: (i) such liens secure Indebtedness which is not overdue for a period of more than forty-five (45) days or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower; in each case under clauses (i) and (ii), prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books in accordance with GAAP; (d) liens and security interests of Simm▇▇▇ ▇▇ assets of Borrower to secure Indebtedness of Borrower to Simm▇▇▇ ▇▇▇mitted under Section 9.9 hereof, which liens and security interests of Simm▇▇▇ ▇▇▇ subordinated to the liens and security interests of Lender; (e) leases with precautionary UCC filings (includingliens and security interests of Court Square to secure Indebtedness of Borrower to Court Square permitted under Section 9.9 hereof, but not limited to, equipment leases); which liens and security interests are subordinated to the liens and security interests of Lender; (f) customary rights deposits of set-off, revocation, refund cash or chargeback under deposit agreements or under the Uniform Commercial Code or common law liens on assets of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateralCollateral) in the ordinary course of businessthe business of Borrower in connection with worker's compensation, unemployment insurance or other types of social security benefits in each case consistent with the current practices of Borrower as of the date hereof; provided, that, such liens shall not interfere in any material respect with the use of any property or the ordinary conduct of the business of Borrower or impair the value of the assets and properties of Borrower in any material respect; (g) liens arising in connection with judgments for the payment of money in an amount not to exceed $100,000 in any one case or $250,000 in the aggregate; provided, that, (i) the judgment and attachment liens not or other court order giving rise to such lien is being contested in good faith by appropriate proceedings diligently pursued and available to Borrower prior to the commencement of foreclosure or other similar proceedings, (ii) execution thereon is at all time effectively stayed, and (iii) an Event adequate reserve for such Indebtedness has been established on the books of Default; and Borrower in accordance with GAAP; (h) minor encumbrances on or with respect to the Real Property consisting of zoning restrictions, minor survey exceptions, utility easements, access licenses, rights of way, easements of ingress or egress over the Real Property or restrictions of record on the use of the Real Property, mechanics' liens and vendors' liens on the Real Property, in connection each case to the extent the same do not interfere in any material respect with the ordinary conduct of the business of Borrower and do not impair the value of any Collateral or the rights of Lender therein or thereto; (i) liens and security interests arising after the date hereof on the Real Property leased by Borrower as of the date hereof located in Rocky Mount, North Carolina to secure Indebtedness permitted by under Section 9.2(a)(iii9.9(f) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien ; (j) liens and security interests of any nature whatsoever Factor on any Collateral related the Accounts of the Stratford Division of Borrower under the Factoring Agreement (as in effect on the date hereof after giving effect to the Facility or amendment referred to in Section 4.1 hereof) and the merchandise represented thereby, which liens and security interests shall be released and terminated by no later than July 31, 1998 and which liens and security interests secure only Indebtedness of Borrower to Factor permitted under Section 9.9(g) hereof; (k) purchase money security interests (including Capital Leases) on Equipment and purchase money mortgages on real estate (except for the Real Estate CompanyProperty), including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens.so long as such

Encumbrances. The Real Estate Company Borrower shall not, and shall not allow, any of its Significant Subsidiaries to, create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of any nature whatsoever on a conditional vendor upon or with respect to any of its property or assets ("Encumbrances"), or propertyassign or otherwise convey any right to receive income, includingincluding the sale or discount of accounts receivable with or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“"Permitted Liens”): Encumbrances"): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing Administrative Agent for the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability benefit of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; Lenders; (b) Encumbrances existing as of the date of this Agreement and disclosed in Exhibit C hereto; (c) liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (d) landlords' and lessors' liens in respect of rent not in default; liens incurred or deposits under made in the ordinary course of business in connection with workmen’s 's compensation, unemployment insurance, social security and other similar like laws; mechanics', laborers' and materialmen's and similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids, tenders, contracts (cother than for the payment of money); and statutory obligations incidental to the conduct of its business and that 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; (e) Liens liens existing on property of any Person at the time such Person becomes a Significant Subsidiary, but only so long as the obligation secured by any such lien is not in default and such lien is and will remain confined to the property subject to it at the time such Person becomes a Significant Subsidiary and to fixed improvements thereafter erected on such property; (f) liens existing on any property prior to the acquisition thereof by the Borrower or any Significant Subsidiary and not created in contemplation of such 35 128 acquisition, provided that any such lien does not extend to any other property of the Borrower or any Significant Subsidiary; (g) judgment liens that shall not have been in existence for a period longer than 30 days after the creation thereof or, if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay; (h) rights of lessors under capital leases; (i) Encumbrances in respect of any purchase money obligations for tangible property used in its business, provided that any such Encumbrances shall not extend to property and assets of the Borrower or any such Significant Subsidiary not financed by such a purchase money obligation; (j) easements, rights of way, restrictions and other similar charges or Encumbrances relating to real property and not interfering in a material way with the ordinary conduct of its business; (k) Encumbrances on the common stock of the Borrower purchased with any of the proceeds of the Loans; (l) Encumbrances in favor of the Agent United States of America or any State thereof or any political subdivision, agency or instrumentality of any thereof (each hereinafter called a "Government") on any property or assets hereafter acquired, constructed, installed or purchased by the Borrower or a Significant Subsidiary primarily for the benefit purpose of Lenders; manufacturing or producing any product, or performing any research or development work, directly or indirectly, for such Government; (dm) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable Encumbrances on its property or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens assets created in connection with the refinancing of Indebtedness secured by Permitted Encumbrances on such property, provided that the amount of Indebtedness secured by any such Encumbrance shall not be increased as a result of such refinancing and no such Encumbrance shall extend to property and assets of the Borrower or any such Significant Subsidiary not encumbered prior to any such refinancing; and (n) Encumbrances securing Indebtedness of the kind described in Section 6.3 to the extent (but only to the extent) permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens6.3.

Encumbrances. The Real Estate Company Borrower Representative shall not, and Borrower Representative shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or propertyassets, including, without limitation, including the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, than the following (“collectively, "Permitted Liens”"): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, taxes either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower Representative shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the Ordinary Course of Business; (c) Liens in favor of the Agent for the benefit of Agent and Lenders; (d) subject to the terms and provisions Liens which arise by operation of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course than Liens which arise by operation of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedEnvironmental Laws; (e) leases with precautionary UCC filings (includingzoning restrictions, but not limited tobuilding codes, equipment leases)easements, rights of way, licenses, covenants and other similar restrictions affecting the use of real Property; (f) customary rights of set-offliens described on Schedule 6.1 hereof, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise Liens on equipment securing purchase money Indebtedness or Capital Leases incurred to an Event finance the purchase of Default; such equipment permitted by Section 6.2(b) and (h) liens in connection Liens on DirecTV Inventory created under the DirecTV Agreements. Borrower Representative shall not, and Borrower Representative shall not permit any of its Subsidiaries to, permit the filing of any financing statement naming Borrower Representative or any Subsidiary as debtor, except for financing statements filed with Indebtedness respect to Liens expressly permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensthis Agreement.

Encumbrances. The Real Estate Company Borrower shall not not, nor shall it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or propertyProperty, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, than the following (“"Permitted Liens”): ": (ai) subject Liens (other than Liens relating to the terms and provisions of the applicable Mortgage, Liens Environmental Laws or ERISA) securing the payment of taxes, either Charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateralpayable; (bii) pledges or deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor , or to secure the performance of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgagebids, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable tenders or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateralfor the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (giii) judgment statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen or other similar Liens imposed by law, which are incurred in the ordinary course of business for sums not more than 30 days delinquent; (iv) the Liens in favor of the Agent, for the benefit of the Lenders; (v) purchase money Liens (including capitalized leases and attachment liens other forms of installment purchase financing) granted to the Person financing a purchase of Equipment that constitutes a Capital Expenditure permitted by subsection 8.8 so long as the Lien granted is limited to the specific Equipment so acquired, the debt secured by the Lien is not giving rise more than the lesser of the acquisition cost or the fair market value of the specific item of Equipment on which the Lien is granted and the transaction does not violate any other provision of this Agreement (notification of such purchase money Lien to an Event be provided to the Agent and each Lender within ten (10) days of Defaultacquisition of such Equipment); (vi) Liens permitted in accordance with subsection 7.4(a); (vii) other Liens on Real Estate, which do not, in the Agent's reasonable determination, (a) materially impair the use of such property, or (b) materially lessen the value of such property for the purposes for which the same is held by the Borrower or such Subsidiary and (hvii) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever Liens existing on any Collateral related to the Facility or Real Estate Company, including Closing Date and disclosed on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensExhibit 8.1.

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in Borrower’s financial statements referred to in Section 6.14 or disclosed in Exhibit 6A under Section 6.4, Borrower shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its Borrower’s assets or property, including, (including without limitation, the Collateral, ) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations or surety bonds, or securing indemnity, performance or other similar bonds in the ordinary course of Borrower’s business, which are not past due; (c) Liens liens securing appeal bonds securing judgments not in excess of $5,000,000; (d) liens and security interests in favor of the Agent for the ratable benefit of the Lenders; (de) subject liens securing the interests of Broker in any Margin Account; (f) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Borrower’s real property, and other liens, security interests and encumbrances on property which are subordinate to the terms liens and provisions security interests of the applicable MortgageLenders and which do not, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course Agent’s sole determination: (i) materially impair the use of business such property, or (ii) materially lessen the value of such property for the purposes for which the same is held by Borrower; (g) purchase money security interests securing (i) up to $10,000,000 in the aggregate in existence at any one time for the purpose of constructing or making improvements to Borrower’s fertilizer plant in Missouri, and (ii) indebtedness permitted under Section 8.4(e) (provided, in each case, that are not yet due and payable no such purchase money security interests shall extend to or which are cover other property of Borrower other than the items of property constructed, acquired or improved); (h) liens existing under Section 4-210 of the Code; (i) liens being contested in good faith by appropriate proceedings and for as to which appropriate Borrower has established adequate reserves have been established; (e) leases in accordance with precautionary UCC filings (includingGAAP, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in no event exceeding $5,000,000 in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Defaultaggregate in existence at any one time; and (hj) liens on property acquired in connection with Indebtedness a Permitted Acquisition to secure indebtedness permitted by under Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens8.4(d).

Encumbrances. The Real Estate Company shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): (a) subject to liens and security interests of Agent, for itself and the terms and provisions benefit of the applicable Mortgage, Liens Lender; (b) liens securing the payment of taxes, either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to Borrower and with respect to which appropriate adequate reserves have been established; set aside on its books; (ec) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of setnon-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits consensual statutory liens (other than deposits intended as cash collateralliens securing the payment of taxes) arising in the ordinary course of business; Borrower's business to the extent: (i) such liens secure indebtedness which is not overdue or (ii) such liens secure indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to Borrower, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Real Property which do not interfere in any material respect with the use of such Real Property or ordinary conduct of the business of Borrower as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including capital leases) and fixtures, and purchase money mortgages on real estate, or other security interests in equipment and fixtures, arising after the date hereof to secure Indebtedness permitted under Sections 9.9(b), and 9.9(c) hereof, in each case, so long as such security interests and mortgages do not apply to any property of Borrower other than the Equipment or real estate so acquired or otherwise subject to such security interest, and the Indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired or otherwise subject to such security interest, as the case may be; (f) liens or rights of setoff or credit balances of Borrower with Credit Card Issuers, but not liens on or rights of setoff against any other property or assets of Borrower pursuant to the Credit Card Agreements (as in effect on the date hereof) to secure the obligations of Borrower to the Credit Card Issuers as a result of fees and chargebacks; (g) judgment deposits of cash with the owner or lessor of premises leased and attachment liens not giving rise operated by Borrower in the ordinary course of the business of Borrower to an Event secure the performance by Borrower of Defaultits obligations under the terms of the lease for such premises; and and (h) the liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever and security interests set forth on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensSchedule 8.4 hereto.

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in Borrower’s financial statements referred to in Section 6.14 and disclosed in Exhibit 6A under Section 6.4, Borrower shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its Borrower’s assets or property, including, (including without limitation, the Collateral, ) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations or surety bonds, or securing indemnity, performance or other similar bonds in the ordinary course of Borrower’s business, which are not past due; (c) Liens liens securing appeal bonds securing judgments not in excess of $5,000,000; (d) liens and security interests in favor of the Agent for the ratable benefit of the Lenders; (de) subject liens securing the interests of Broker in any Margin Account; (f) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Borrower’s real property, and other liens, security interests and encumbrances on property which are subordinate to the terms liens and provisions security interests of the applicable MortgageLenders and which do not, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course Agent’s sole determination: (i) materially impair the use of business such property, or (ii) materially lessen the value of such property for the purposes for which the same is held by Borrower; (g) purchase money security interests securing (i) up to $10,000,000 in the aggregate in existence at any one time for the purpose of constructing or making improvements to Borrower’s fertilizer plant in Missouri, and (ii) indebtedness permitted under Section 8.4(e) (provided, in each case, that are not yet due and payable no such purchase money security interests shall extend to or which are cover other property of Borrower other than the items of property constructed, acquired or improved); (h) liens existing under Section 4-210 of the Code; (i) liens being contested in good faith by appropriate proceedings and for as to which appropriate Borrower has established adequate reserves have been established; (e) leases in accordance with precautionary UCC filings (includingGAAP, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in no event exceeding $5,000,000 in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Defaultaggregate in existence at any one time; and (hj) liens on property acquired in connection with Indebtedness a Permitted Acquisition to secure indebtedness permitted by under Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens8.4(d).

Encumbrances. The Real Estate Company None of the Borrowers shall not create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of any nature whatsoever on a conditional vendor upon or with respect to any of its property or assets ("Encumbrances"), or propertyassign or otherwise convey any right to receive income, includingincluding the sale or discount of Accounts Receivable with or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“"Permitted Liens”): Encumbrances"): (a) subject Encumbrances in favor of the Agent or the Banks or any of their respective Affiliates under the Loan Documents; (b) Encumbrances existing on the date of this Agreement and disclosed in Exhibit C hereto; (c) liens for taxes, fees, assessments and other governmental charges to the terms and extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (d) landlords' and lessors' liens in respect of rent not in default, to the applicable Mortgage, Liens securing extent Landlord Waivers shall have been delivered to the payment of taxes, either not yet due or Agent and the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reservesBanks, provided, however, that such contest does Landlord Waivers shall not have a material adverse effect on the ability be required for leased premises located outside of the Borrower to pay any of the LiabilitiesUnited States, or if the priority or value of the Agent’s Lien all assets on or in all such leased premises in the Collateralaggregate (measured at the greater of cost or fair market value) is less than $1,000,000, provided further that the Borrower shall have ninety (90) days from the date hereof to provide a Landlord Waiver with respect to the U.S. Borrower's chief executive office set forth in the preamble hereto (failure to timely obtain or deliver such Landlord Waiver or to provide the notice required under Section 5.12 that the U.S. Borrower has changed its chief executive office shall constitute an Event of Default hereunder); (b) or liens in respect of pledges or deposits under workmen’s 's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and similar bonds incidental to litigation; mechanics', laborers' and materialmen's and similar liens, if the obligations secured by such liens are not then delinquent or are being contested by a Borrower in good faith; liens securing the performance of bids, tenders, contracts (other than for the payment of money); third party possessory liens, to the extent Bailee Waivers shall have been delivered to the Agent and the Banks, provided, however, that Bailee Waivers shall not be required if the value of all assets subject to all third party possessory liens in the aggregate (measured at the greater of cost or fair market value) is less than $1,000,000; and statutory obligations incidental to the conduct of business of any Borrower and that do not in the aggregate materially detract from the value of the property of any Borrower or materially impair the use thereof in the operation of such Borrower's business; (e) judgment liens up to and including (i) $500,000 for any single judgment, or (ii) $2,000,000 in the aggregate, that shall not have been in existence for a period longer than 30 days after the creation thereof or, if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay; (f) Encumbrances securing Indebtedness for the purchase price of capital assets to the extent such Indebtedness is permitted by Section 6.17, provided that (i) each such Encumbrance is given solely to secure the purchase price of such property, does not extend to any other property and is given at the time of acquisition of the property, and (ii) the Indebtedness secured thereby does not exceed the lesser of the cost of such property or its fair market value at the time of acquisition; and (g) easements, rights of way, restrictions and other similar laws; (c) Liens charges or Encumbrances relating to real property and not interfering in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in a material way with the ordinary course conduct of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of its business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens.

Encumbrances. The Real Estate Company shall Opthea will not, and will not permit any Subsidiary of Opthea to, without the prior written consent of the Required Investors: 7.3.2.1 create, incur, assume assume, allow, or suffer to exist any Lien of any nature whatsoever on any of the Collateral or Excluded IP, whether now owned or hereafter acquired or assign or convey any right to receive royalties, license fees or other income with respect to the Collateral or Excluded IP (other than satisfaction of royalty and other license fee obligations to licensors thereof in accordance with the applicable license agreement (including the sale, transfer or other disposition of any Collateral or Excluded IP)), or permit any of its assets or property, including, without limitation, the Collateralsubsidiaries to do so, other thanthan Permitted Liens; or 7.3.2.2 enter into any agreement, document, instrument or other arrangement (except with or in favor of Investors) with any Person which directly or indirectly prohibits or has the effect of prohibiting Opthea or any Subsidiary of Opthea from assigning, mortgaging, pledging, granting a security interest in or upon or encumbering the Collateral or any Product IP; provided that this Section ‎7.3.2.2 shall not apply to (i) restrictions in connect with any Permitted Liens that limit the right to dispose the assets subject to the terms and provisions of the applicable Mortgagesuch Permitted Lien, the following (“Permitted Liens”): (aii) subject to the terms and provisions of the applicable Mortgageany agreements, Liens securing the payment of taxes, either not yet due documents or the validity of which is being contested other arrangement in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability Original Effective Date and set forth on Schedule ‎7.3.2.2 and any amendments or modifications thereof that do not expand the scope of the Borrower to pay any of the Liabilities, such restriction or the priority or value of the Agent’s Lien in the Collateralcondition; (biii) deposits agreements, documents, instruments or other arrangements governing other Permitted Indebtedness; (iv) any Applicable Law; (v) customary non-assignment provisions in agreements, leases and licenses, documents, instruments or other arrangements otherwise permitted under workmen’s compensationthis Agreement; (vi) customary restrictions and conditions contained in any agreement relating to any Disposition not prohibited under this Agreement pending the consummation of such Disposition; (vii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, unemployment insurancepartnership agreements, social security asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar lawsagreements permitted under this Agreement, which limitation is applicable only to the assets that are the subject of such agreements; (cviii) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgageprohibitions, liens restrictions or conditions on cash or other deposits or net worth imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback customers under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) contracts entered into in the ordinary course of business; (gix) judgment any agreement or instrument of, or affecting, any Person or asset existing on or prior to the date on which such Person or asset was acquired by Opthea or any Subsidiary of Opthea (other than any such agreement, document, instrument or arrangement entered into in contemplation of such acquisition); (x) customary provisions contained in leases, sub-leases, Excluded Licensing Transactions and attachment liens not giving rise Out-Licenses that are approved by the Required Investors pursuant to an Event Section ‎7.3.4, including with respect to intellectual property, and other agreements entered into in the ordinary course of Defaultbusiness; (xi) customary non-assignment provisions in leases or licenses governing leasehold or license interests to the extent such provisions restrict the transfer of the lease or the property leased or licensed thereunder; (xii) customary restrictions in deposit and security account agreements and agreements relating to Cash Management Services, and (hxiii) liens any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement document, instrument or arrangement referred to in connection clauses (i) through (xii) of this Section ‎7.3.2.2; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is not more restrictive, as determined in good faith by Opthea, with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createrespect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, incurmodification, assume restatement, renewal, increase, supplement, refunding, replacement or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensrefinancing.

Encumbrances. The Real Estate Company Borrower shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, than the following (“Permitted Liens”): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the AgentLender’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of LendersLender; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet past due and payable or which for more than ten (10) calendar days, that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedestablished or that are not yet due and payable; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund purchase money security interests upon or chargeback under deposit agreements in any property acquired or under the Uniform Commercial Code or common law of banks or other financial institutions where held by the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; business to secure the purchase price of such property so long as: (gi) judgment the aggregate indebtedness relating to such purchase money security interests and attachment liens Capitalized Lease Obligations does not giving rise at any time exceed One Hundred Thousand Dollars ($100,000) in the aggregate at any time, (ii) each such lien shall only attach to an Event of Defaultthe property to be acquired; and (hiii) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP the indebtedness incurred shall not createexceed one hundred percent (100%) of the purchase price of the item or items purchased; and (e) Liens in favor of the Mezzanine Lender, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related subject in all cases to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensprovisions of the Subordination Agreements.

Encumbrances. The Real Estate Company shall not None of the Loan Parties will create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or propertyassets, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, than the following (“collectively, "Permitted Liens”"): (ai) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company such Loan Party shall, if appropriate under GAAPgenerally accepted accounting principles, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (bii) deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor , or to secure the performance of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgagebids, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable tenders or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateralfor the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the 51 58 performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; , (giii) judgment and attachment liens not giving rise to an Event the Liens in favor of Default; and Agent, for the benefit of Lenders, (hiv) liens in connection with Indebtedness permitted Liens which arise by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien operation of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Companylaw, other than Environmental Liens, (v) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property, (vi) Liens on Equipment securing purchase money security indebtedness and Capitalized Lease Obligations permitted under subsection 8.2(iii) hereof, (vii) Liens arising from the filing of precautionary financing statements by lessors regarding Equipment leased to the Loan Parties by such lessors, (viii) any judgment Lien securing a judgment not constituting a Default under subsection 9.1(D) hereof, (ix) the possessory Lien of First Union National Bank ("First Union") in cash collateral in the amount of approximately $4,570,000 pledged by the Company to First Union on the Closing Date to secure the Company's reimbursement obligations under the letters of credit referred to in subsection 8.2(viii) hereof and (x) other Liens on property (excluding Liens securing Indebtedness), which do not, in Agent's sole determination, (a) materially impair the use of such property, or (b) materially lessen the value of such property for the purposes for which the same is held by such Loan Party. Schedule 8.1 attached hereto identifies all Permitted LiensLiens existing on the Closing Date with respect to the Collateral. None of the Loan Parties shall permit the filing of any financing statement naming any of the Loan Parties as debtor, except for financing statements filed with respect to Liens expressly permitted by this Agreement.

Encumbrances. The Real Estate Company Neither the Borrower nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of any nature whatsoever on a conditional vendor upon or with respect to any of its property or assets ("Encumbrances"), or propertyassign or otherwise convey any right to receive income, includingincluding the sale or discount of accounts receivable with or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“"Permitted Liens”): Encumbrances"): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Agent or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; Lenders to secure Obligations; (b) Encumbrances existing as of the date of this Agreement and disclosed in Exhibit C hereto; (c) liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (d) landlords' and lessors' liens in respect of rent not in default or liens in respect of pledges or deposits under workmen’s 's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and similar bonds incidental to litigation; mechanics', warehouseman's, laborers' and materialmen's and similar liens, if the obligations secured by such liens are not then delinquent; liens securing the (e) judgment liens securing judgments that (i) are not fully covered by insurance, and (ii) shall not have been in existence for a period longer than 10 days after the creation thereof or, if a stay of execution shall have been obtained, for a period longer than 10 days after the expiration of such stay; (f) rights of lessors under capital leases; (g) easements, rights of way, restrictions and other similar laws; (c) Liens charges or Encumbrances relating to real property and not interfering in favor a material way with the ordinary conduct of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of Borrower' business; (g) judgment and attachment liens not giving rise to an Event of Default; and ; (h) any Encumbrance on any Eligible Lease, Eligible Rental Contract and Eligible Equipment created by the sale, transfer, assignment or disposition of such Eligible Lease, Eligible Rental Contract or Eligible Equipment in compliance with Section 7.4(ii) hereof; (i) liens in connection constituting a renewal, extension or replacement of any Permitted Encumbrance; and (j) Encumbrances granted with respect to any Indebtedness permitted by under Section 9.2(a)(iii) below. Strawberry Fields LP shall not create7.1(g), incur, assume or suffer provided that no such Encumbrance attaches to exist any Lien part of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensCollateral.

Encumbrances. The Real Estate Company Neither the Borrower nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien Encumbrance of any nature whatsoever on kind upon or with respect to any of its assets their property or propertyassets, includingor assign or otherwise convey any right to receive income, including the sale or discount of Receivables with or without limitationrecourse, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“Permitted LiensEncumbrances”): ): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Agent or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; Lenders to secure Obligations; (b) Encumbrances existing as of the date of this Agreement and disclosed in Exhibit C hereto; (c) liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (d) landlords’ and lessors’ liens in respect of rent not in default or liens in respect of pledges or deposits under workmen’s compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and other similar lawsbonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmenwarehouseman’s, landlord’s, warehousemen’s, carrierslaborers’ and other materialmen’s and similar liens, securing if the obligations incurred in the ordinary course of business that secured by such liens are not yet due and payable then delinquent or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedfaith; (e) leases with precautionary UCC filings (includingliens securing the performance of bids, but not limited totenders, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateral) for the payment of money); and liens securing statutory obligations or surety, indemnity, performance, or other similar bonds incidental to the conduct of the Borrower’s or a Subsidiary’s business in the ordinary course and that 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; ; (e) judgment liens securing judgments that are fully covered by insurance, and shall not have been in existence for a period longer than 10 days after the creation thereof or, if a stay of execution shall have been obtained, for a period longer than 10 days after the expiration of such stay; (f) easements, rights of way, restrictions and other similar charges or Encumbrances relating to real property and not interfering in a material way with the ordinary conduct of the Borrower’s business; (g) judgment restrictions under federal and attachment liens not giving rise to an Event state securities laws regarding the transfer or issuance of Default; and securities; (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createconstituting a renewal, incur, assume extension or suffer to exist any Lien replacement of any nature whatsoever Permitted Encumbrance; or (i) sales permitted under Section 7.4(c) hereof, provided that no purchaser or other Person involved in such transactions shall receive or retain any Encumbrance on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensCollateral.

Encumbrances. The Real Estate Company shall warrants that it has title to the Collateral purportedly owned by it and that there are no sums owed or claims, liens, security interests or other encumbrances against the Collateral other than as set forth in Exhibit A attached hereto and made a part hereof. The Company will notify Versant of any lien, security interest or other encumbrance against the Collateral securing any obligation of the Company, will defend the Collateral against any claim, lien, security interest or other encumbrance adverse to Versant, except for liens having priority there over as set forth on Exhibit A, attached hereto and made a part hereof, and will not create, incur, assume assume, or suffer to exist any Lien of any nature whatsoever on any of its assets lien, security interest or property, including, without limitation, other encumbrances against the Collateral, other thanwhether now owned or hereafter acquired, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject to the terms liens in favor of Versant and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, such other liens as are set forth on Exhibit A attached hereto and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have made a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; part hereof; (b) deposits under workmen’s compensation, unemployment insurance, social security and liens for taxes or assessments or other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are government charges or levies if not yet due and payable or which or, if due and payable, if they are being contested in good faith by appropriate proceedings and for which appropriate reserves have previously been established; delivered by the Company to Versant; (ec) leases with precautionary UCC filings (includingliens imposed by law, but not limited tosuch as mechanics', equipment leases); (f) customary rights of set-offmaterial men's, revocationlandlords', refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or warehousemen's, and carriers' liens, and other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) similar liens, securing obligations incurred in the ordinary course of business, which are not past due for more than 30 days or which are being contested in good faith by appropriate proceedings, and for which appropriate reserves have been previously delivered to Versant; (d) liens, deposits, or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases, public statutory obligations, surety, stay, appeal, indemnity, performance, or other similar bonds or other similar obligations arising in the ordinary course of business; (e) 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 appropriate proceedings; (f) easements, right-of-way restrictions, and other similar encumbrances which, in the aggregate, do not materially interfere with the occupation, use, and enjoyment by the Company of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto; and (g) judgment purchase-money liens on any property hereafter acquired or the assumption of any lien on property existing at the time of such acquisition (and attachment liens not giving rise to an Event created in contemplation of Default; and (h) liens such acquisition), or a lien incurred in connection with Indebtedness permitted any conditional sale or other title retention agreement or a capital lease; provided that: (i) any property subject to any of the foregoing is acquired by Section 9.2(a)(iiithe Company in the ordinary course of its business and the lien on any such property attaches to such asset concurrently or within 90 days after the acquisition thereof; (ii) below. Strawberry Fields LP the obligation secured by any lien so created, assumed, or existing shall not create, incur, assume exceed 100% of the lesser ofthe cost or suffer to exist any Lien the fair market value as of any nature whatsoever on any Collateral related the time of acquisition of the property covered thereby to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens; and (iii) each such lien shall attach only to the property so acquired and fixed improvements thereon.

Encumbrances. The Real Estate Company Borrower shall not, and shall not permit any other member of the Borrower Affiliated Group to, create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of any nature whatsoever on a conditional vendor (by way of consignment or otherwise) upon or with respect to any of its property or assets ("Encumbrances"), or propertyassign or otherwise convey any right to receive income, includingincluding the sale or discount of Accounts Receivable with or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“"Permitted Liens”): Encumbrances"): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Administrative Agent or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate Banks under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; Security Document; (b) Encumbrances existing on the date of this Agreement and disclosed in Exhibit C hereto; (c) Liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (d) Possessory liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and Qualified Investments, provided that such liens (a) attach only to such Investments and (b) 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; (e) Landlords' and lessors' liens in respect of rent not in default, or liens in respect of pledges or deposits under workmen’s worker's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and similar bonds incidental to litigation; mechanics', laborers', carriers', warehousemans', materialmen's and similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids, tenders, contracts (other than for the payment of money); and statutory obligations, surety and appeal bonds, performance bonds and other similar lawsobligations of a like nature incidental to the conduct of its business and that 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; (f) Judgment liens that shall not have been in existence for a period longer than 45 days after the creation thereof or, if a stay of execution shall have been obtained, for a period longer than 45 days after the expiration of such stay; (g) Easements, rights of way, zoning restrictions, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, do not interfere in a material way with the ordinary conduct of its business; (h) Security interests and liens securing Indebtedness of the Borrower Affiliated Group permitted by Section 6.1(c) in an amount not to exceed $65,000,000 in the aggregate outstanding at any time in addition to those Encumbrances permitted under subsection (a) through (f) of this Section, provided, however, that (A) each such Encumbrance is given solely to secure the purchase price of, or the lease obligations relating to, such asset, does not extend to any other property, and is given at the time or within 30 days of the acquisition of such asset, and (B) the Indebtedness secured thereby does not exceed the lesser of the cost of such asset or its fair market value at the time such security interest attaches; and provided, further, that the Indebtedness secured pursuant to this clause (ch), together with any Indebtedness secured pursuant to clause (j) Liens below, does not at any time exceed $65,000,000; (i) Security interests in favor of the issuer of any documentary letters of credit for the account of the Borrower covering only the following: (i) any documentation presented in connection with a drawing under such letter of credit, (ii) all goods which are described in such documents or any such letter of credit, and (iii) the proceeds thereof; (j) Encumbrances upon real property or other fixed assets acquired after the date hereof (by purchase, construction or otherwise) by the Borrower or any other member of the Borrower Affiliated Group, each of which Encumbrance was created solely for the purpose of securing Indebtedness permitted under Section 6.1(c) and representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such property or asset; provided that (i) no such Encumbrance shall extend to cover any property or asset of the Borrower or such member of the Borrower Affiliated Group other than the property or asset so acquired and improvements thereon, (ii) the principal amount of Indebtedness secured by any such Encumbrance shall not exceed 100% of the lesser of the cost of such asset or its fair market value (as determined in good faith by a senior financial officer of the Borrower) of such property or asset at the time it was acquired (by purchase, construction or otherwise), and (iii) the security interest is given at the time or within 60 days of the construction or acquisition of such property or asset; and provided, further, that the Indebtedness secured pursuant to this clause (j), together with any Indebtedness secured pursuant to clause (h) above, does not at any time exceed $65,000,000; (k) Encumbrances in connection with any sale-leasebacks permitted by Section 6.2; provided that no such Encumbrance shall extend to cover any property or asset of the Borrower or such member of the Borrower Affiliated Group other than the lease entered into in connection with any such sale-leaseback; and (l) Any extension, renewal or replacement of the foregoing; provided that the Encumbrances permitted by this paragraph (l) shall not extend to or cover any additional Indebtedness or property (other than a substitution of like property). In addition, the Borrower shall not, nor shall the Borrower permit any other member of the Borrower Affiliated Group or any of its other Subsidiaries to, enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits the Borrower or any such other member of the Borrower Affiliated Group or Subsidiary from creating or incurring any Encumbrance in favor of the Administrative Agent for the benefit of Lenders; (d) subject to the terms Banks and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or Administrative Agent under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensLoan Documents.

Encumbrances. The Real Estate Company No Borrower shall, nor shall not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or propertyProperty, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, than the following (“"Permitted Liens”): ": (ai) subject Liens (other than Liens relating to the terms and provisions of the applicable Mortgage, Liens Environmental Laws or ERISA) securing the payment of taxes, either Charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateralpayable; (bii) pledges or deposits under workmen’s 's compensation, unemployment insurance, old age pensions, social security and other similar laws; (c) Liens in favor , or to secure the performance of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgagebids, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable tenders or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateralfor the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (giii) judgment statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen or other similar Liens imposed by law, which are incurred in the ordinary course of business for sums not more than 30 days delinquent; (iv) the Liens in favor of the Agent, for the benefit of the Lenders; (v) purchase money Liens (including capitalized leases and attachment liens other forms of installment purchase financing) granted to the Person financing a purchase of Equipment so long as the Lien granted is limited to the specific Equipment so acquired, the debt secured by the Lien is not giving rise more than the lesser of the acquisition cost or the fair market value of the specific item of Equipment on which the Lien is granted, the aggregate amount of Indebtedness secured by such Liens as a result of purchases shall not exceed One Million Dollars ($1,000,000) at any time during the term hereof, and the transaction does not violate any other provision of this Agreement (notification of such purchase money Lien to an Event be provided to the Agent and each Lender within ten (10) days of Defaultacquisition of such Equipment); (vi) Liens permitted in accordance with SUBSECTION 7.4(A); (vii) other Liens on Real Estate, which do not, in the Agent's sole determination, (a) materially impair the use of such property, or (b) materially lessen the value of such property for the purposes for which the same is held by a Borrower or such Subsidiary, (viii) Liens existing on the Closing Date and disclosed on EXHIBIT 8.1 and (hix) liens for a period not to exceed five (5) Business Days after the Closing Date, Liens with respect the cash collateral in connection the amount of $988,040.48 pledged to Fleet Business Credit Corporation to secure its obligations to Bank of America with Indebtedness permitted respect to (A) irrevocable standby letter of credit number 7400947 dated December 23, 1998 issued by Section 9.2(a)(iiiBank of America to ▇▇ ▇▇▇▇▇, L.P., as beneficiary, in the face amount of $748,218.62 and (B) below. Strawberry Fields LP shall not createirrevocable standby letter of credit number C7338575 dated November 3, incur1997 issued by Bank of America to Letrak SBN Associates, assume or suffer to exist any Lien as beneficiary, in the face amount of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens$150,000.

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in Borrower's financial statements referred to in Section 6.13 and disclosed in Exhibit 6A under Section 6.4, Borrower and its consolidated subsidiaries shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its their assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its Borrower's books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws; , or securing the performance of bids, tenders, contracts (c) Liens in favor of the Agent other than for the benefit repayment of Lenders; (dborrowed money) subject to the terms and provisions of the applicable Mortgageor leases, liens imposed by lawor securing indemnity, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and performance or other similar liensbonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations incurred or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of business that Borrower's business, which are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedpast due; (ec) leases liens securing the interests of the broker with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise respect to an Event of Defaultany Margin Account; and (hd) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createany other liens, incur, assume or suffer to exist any Lien security interests and encumbrances on property of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, Borrower and its consolidated subsidiaries other than Permitted LiensInventory, Accounts, General Intangibles (including contract rights) or the direct proceeds thereof.

Encumbrances. The Real Estate Company No Borrower shall, nor shall not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets or propertyProperty, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, than the following (“"Permitted Liens”): ": (ai) subject Liens (other than Liens relating to the terms and provisions of the applicable Mortgage, Liens Environmental Laws or ERISA) securing the payment of taxes, either Charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateralpayable; (bii) pledges or deposits under workmen’s 's compensation, unemployment insurance, old age pensions, social security and other similar laws; (c) Liens in favor , or to secure the performance of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgagebids, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable tenders or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateralfor the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (giii) judgment statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen or other similar Liens imposed by law, which are incurred in the ordinary course of business for sums not more than 30 days delinquent; (iv) the Liens in favor of the Agent, for the benefit of the Lenders; (v) purchase money Liens (including capitalized leases and attachment liens other forms of installment purchase financing) granted to the Person financing a purchase of Equipment so long as the Lien granted is limited to the specific Equipment so acquired, the debt secured by the Lien is not giving rise more than the lesser of the acquisition cost or the fair market value of the specific item of Equipment on which the Lien is granted, the aggregate amount of Indebtedness secured by such Liens as a result of purchases shall not exceed One Million Dollars ($1,000,000) at any time during the term hereof, and the transaction does not violate any other provision of this Agreement (notification of such purchase money Lien to an Event be provided to the Agent and each Lender within ten (10) days of Defaultacquisition of such Equipment); (vi) Liens permitted in accordance with SUBSECTION 7.4(A); (vii) other Liens on Real Estate, which do not, in the Agent's sole determination, (a) materially impair the use of such property, or (b) materially lessen the value of such property for the purposes for which the same is held by a Borrower or such Subsidiary, (vii) a pledge of cash or Cash Equivalents in the aggregate amount of $150,000 to secure the Chase Letter of Credit and (hviii) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever Liens existing on any Collateral related to the Facility or Real Estate Company, including Closing Date and disclosed on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensEXHIBIT 8.1.

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in Borrower’s financial statements referred to in Section 6.14 and disclosed in Exhibit 5A under Section 6.4, Borrower shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its Borrower’s assets or property, including, (including without limitation, the Collateral, ) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations or surety bonds, or securing indemnity, performance or other similar bonds in the ordinary course of Borrower’s business, which are not past due; (c) Liens liens securing appeal bonds securing judgments not in excess of $50,000; (d) liens and security interests in favor of the Agent for the ratable benefit of the Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases)liens securing the interests of Broker in any Margin Account; (f) customary rights zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of set-offBorrower’s real property, revocationand other liens, refund or chargeback under deposit agreements or under security interests and encumbrances on property which are subordinate to the Uniform Commercial Code or common law liens and security interests of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) Lenders and which do not, in the ordinary course Agent’s sole determination: (i) materially impair the use of businesssuch property, or (ii) materially lessen the value of such property for the purposes for which the same is held by Borrower; and (g) judgment and attachment liens not giving rise purchase money security interests securing amounts relating to an Event such items of Default; and equipment as are specifically consented to by the Agent (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP provided that no such purchase money security interests shall not create, incur, assume extend to or suffer to exist any Lien cover other property of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, Borrower other than Permitted Liensthe items of equipment so acquired).

Encumbrances. The Real Estate Company Neither the Borrower nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets mortgage, pledge, security interest, lien or propertyother charge or encumbrance ("ENCUMBRANCES"), including, without limitation, the lien or retained security title of a conditional vendor, upon or with respect to any of its property or assets, including, without limitation, any of the Pledged Collateral, other thanor assign or otherwise convey any right to receive income, subject to including the terms and provisions sale or discount of the applicable Mortgageaccounts receivable, whether with or without recourse, EXCEPT the following (“Permitted Liens”): "PERMITTED ENCUMBRANCES"): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, Creditor Parties or the priority any of their affiliates under this Agreement or value any of the Agent’s Lien in the Collateral; other Loan Documents. (b) Encumbrances in favor of Harcourt General upon the terms contained in the Reimbursement Agreement. (c) Encumbrances existing on or as of the date of this Agreement and disclosed on SCHEDULE 6.3. (d) Liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of SECTION 5.4. (e) Landlords' and lessors' liens in respect of rent or liens in respect of pledges or deposits under workmen’s 's compensation, unemployment insurance, social security and laws or other similar lawslegislation (other than ERISA) or in connection with appeal and similar bonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms mechanics', laborers' and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ 's and other similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids, tenders or contracts (other than for the payment of money); and statutory obligations incurred incidental to the conduct of the business of the Borrower or of any of its Subsidiaries and that do not in the ordinary course aggregate materially detract from the value of business that are not yet due and payable its property or which are being contested materially impair the use thereof in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); the operation of its business. (f) customary rights Judgment liens that shall not have been in existence for a period longer than thirty (30) days after the creation thereof, or, if a stay of set-offexecution shall have been obtained, revocation, refund or chargeback under deposit agreements or under for a period longer than thirty (30) days after the Uniform Commercial Code or common law expiration of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; such stay. 55 -50- (g) judgment and attachment liens not giving rise to an Event Rights of Default; and lessors under Capitalized Leases. (h) liens Encumbrances in respect of any purchase money obligation of the Borrower or of any of its Subsidiaries for tangible property (realty or personalty) used in the business of the Borrower or of any of its Subsidiaries; PROVIDED, HOWEVER, that the aggregate principal amount of all obligations secured by such Encumbrances shall not exceed $10,000,000 in the aggregate at any one time outstanding; and PROVIDED, FURTHER, that any such Encumbrances shall not extend to property of the Borrower or of any of its Subsidiaries not financed by such purchase money obligation. (i) Easements, rights of way, restrictions and other similar charges or Encumbrances relating to real property and not interfering in any material way with the ordinary conduct of the business of the Borrower or of any of its Subsidiaries. (j) Encumbrances on the property or assets of the Borrower or of any of its Subsidiaries created in connection with Indebtedness permitted the refinancing of indebtedness secured by Section 9.2(a)(iii) below. Strawberry Fields LP Permitted Encumbrances on such property; PROVIDED, HOWEVER, that the amount of indebtedness secured by any such Encumbrance shall not createbe increased as a result of such refinancing, incur, assume and no such Encumbrance shall extend to property and assets of the Borrower or suffer to exist any Lien of any nature whatsoever of its Subsidiaries not encumbered prior to any such refinancing. (k) Encumbrances incidental to the conduct of the business of the Borrower or of any of its Subsidiaries or the ownership of its properties or assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not materially detract from the value of its properties or assets or materially impair the use thereof in the operation of its business. (l) Encumbrances on any Collateral related to of the Facility property or Real Estate Companyassets of, including or on any of the Equity Interests in, Hoyts General Cinema South America, Inc. or any of its direct or indirect equity interest Subsidiaries. (m) Encumbrances on the property or assets of any Foreign Subsidiary to secure the payment or performance of any Foreign Non-Recourse Debt of such Foreign Subsidiary or of any other Foreign Subsidiary. (n) Any Encumbrance existing on any assets of any corporation or other Person at the time it becomes a Subsidiary and not created in contemplation of such corporation or other Person becoming a Subsidiary, or existing on any Real Estate Companyassets acquired by the Borrower or by any of its Subsidiaries through a purchase, merger, consolidation or other than Permitted Lienstransaction and not created in contemplation of such purchase, merger, consolidation or other transaction.

Encumbrances. The Real Estate Company shall not createCreate, incur, assume or suffer to exist any Lien of any nature whatsoever on Encumbrance upon any of its properties or assets or property, including, (including without limitation, the Collateral), other thanwhether now owned or hereafter acquired, subject to except for the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): following: (a) subject Encumbrances created in connection with the Loan Documents; (b) Mechanic's, warehouseman's, and statutory landlords' Encumbrances arising as an incident to the terms normal and provisions customary conduct of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Borrower's business or the validity ownership of which properties and assets by Borrower, and deposits and pledges incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that (i) in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith and adequate reserves have been set aside by appropriate proceedingsthe Borrower as the case may be, and as to which (ii), in the Real Estate Company shallcase of warehousemen's or landlord's Encumbrances, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on written subordination agreements providing for the ability subordination or waiver of the warehousemen's or landlord's Encumbrances to the security interests and liens provided by Borrower to pay any of Lender under this Agreement and the Liabilitiesother Loan Documents shall have been executed by the warehousemen and/or landlords (as applicable) and Borrower and delivered to Lender, or the priority or value of the Agent’s Lien and are in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security form and other similar lawssubstance satisfactory to Lender; (c) Liens in favor Encumbrances securing the payments of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and taxes or other similar liens, securing obligations governmental charges incurred in the ordinary course of business that either (1) are not yet due and payable delinquent, or which (2) are being contested in good faith by appropriate legal or administrative proceedings and for as to which appropriate adequate reserves have been establishedset aside on their books to the extent required by GAAP, and which do not result in a Material Adverse Effect; (d) Encumbrances listed on the schedule attached hereto as Schedule 7.2; (e) leases Encumbrances in respect of pledges or deposits in connection with precautionary UCC filings (includingworkers compensation, but not limited to, equipment leases)unemployment insurance and other social security legislation; (f) customary rights Encumbrances in respect of setprecautionary UCC filings in respect of leases; and (g) Extensions, renewals and replacements of Encumbrances referred to in clauses (a) through (e) of this Section 7.2; provided, however, that any such extension, renewal or replacement Encumbrance shall be limited to the property or assets and proceeds thereof covered by the Encumbrance extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Encumbrance shall be in an amount not greater than the amount of the obligations secured by the Encumbrance extended, renewed or replaced. Fundamental Changes. Amend its Articles or Certificate of Incorporation or Articles of Organization (as applicable) by any amendment which would adversely affect Borrower's ability to perform or comply with any of the terms, conditions or agreements to be performed or complied with by Borrower hereunder or to perform any of the transactions contemplated hereby; change its fiscal year, name, or key management; convert its organizational form into another entity form or establish any new entity to perform the business or similar business of Borrower; reorganize, consolidate or merge with any other corporation or company; or change the state of incorporation or organization/formation of Borrower. Varsity Group Inc. shall not change from a corporation publicly traded in the United States under and in accordance with applicable securities and other laws and regulations. Furthermore, there shall not occur any change in ownership of the Borrower that would result in a change in control of the Borrower. For purposes of this covenant, a change in control of the Borrower shall occur if more than a thirty five percent (35%) aggregate interest in ownership in the Borrower is transferred to a person or entity and/or any affiliates of such person or entity, except as a result of the Merger. Furthermore, Borrower shall not materially engage in any business other than the business in which Borrower is actively engaged as of the date of this Agreement, which business the Borrower has fully disclosed to Lender Acquisitions. Purchase, lease or otherwise acquire the assets, business, goodwill or securities of any other Person, including, without limitation, shares of stock in corporations, partnership interests in general or limited partnerships or membership interests in limited liability companies, or acquire any other business. Transfer of Assets. Sell, lease, assign, pledge or otherwise dispose of any of its properties, stock or assets (including without limitation, the Collateral), whether now owned or hereafter acquired, except (a) in the ordinary course of business and for fair market value, (b) any subsidiary may be merged with or into any entity comprising the Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower; provided that, in the case of such a merger or other transaction with the Borrower, the Borrower shall be the continuing or surviving corporation or limited liability company; (c) dispositions of obsolete, worn out or surplus property in the ordinary course of business; (d) the licensing of Intellectual Property or software in the ordinary course of business; (e) the disposition of cash equivalents or any other investment permitted hereunder; provided Borrower retains ownership of the property received in exchange for or as a result of such disposition, and further provided that such property received as a result of such disposition has a value equal to or greater than the value of the cash equivalents or other investment which is the subject of such disposition; (f) intercompany transfers of assets or property among the entities comprising the Borrower; (g) investments, loans and advances permitted by Sections 7.6 and 7.7 of this Agreement; (h) stock purchases permitted by Section 7.9 of this Agreement; (i) the granting of Encumbrances permitted under this Agreement; (j) discounts or forgiveness of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; provided the discount or forgiveness of an account receivable does not exceed five percent (5%) of the amount of such account receivable; (k) the sale, shut-offdown or liquidation of Campus Outfitters, revocationL.L.C. so long as the net cash flow generated from such sale, refund shut-down or chargeback under liquidation (including any cash needed to pay any liabilities or obligations incurred in connection with or arising as a result of such sale, shut-down or liquidation) is not less than negative $300,000. Investments. Purchase or hold any stock, or evidence of indebtedness of any other Person or entity except the following: (a) investments in direct obligations of the United States Government and certificates of deposit agreements of United States commercial banks insured by the Federal Deposit Insurance Corporation; (b) investments in United States dollar-denominated time deposits, certificates of deposit and bankers acceptances of any bank whose short-term debt rating from Standard & Poor's Ratings Group, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. ("S&P"), is at least A-1 or the equivalent or whose short-term debt rating from ▇▇▇▇▇'▇ Investors Service, Inc. ("▇▇▇▇▇'▇") is at least P-1 or the equivalent with maturities of not more than six (6) months from the date of acquisition; (c) investments in commercial paper with a rating of at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Moody's maturing within six (6) months after the date of acquisition; (d) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (d) above; (e) investments in deposit accounts in which the Lender has been granted a security interest under the Uniform Commercial Code Loan Documents; (f) investments (including debt obligations) received in connection with the bankruptcy or common law reorganization of banks or suppliers and customers and in settlement of delinquent obligations of, and other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) disputes with, customers and suppliers arising in the ordinary course of business; (g) judgment receivables owing to the Borrower created or acquired in the ordinary course of business and attachment liens not giving rise to an Event payable on customary trade terms of Defaultthe Borrower; and (h) liens in connection with Indebtedness guarantees permitted by Section 9.2(a)(iii7.1 of this Agreement; (i) belowpledges and deposits permitted by Section 7.2 of this Agreement; (j) loans permitted under Section 7.7 of this Agreement; (k) securities or limited liability company membership interests issued by the Borrower or any of its subsidiaries; provided that the proceeds from all payments made for such issuance shall be paid directly to Lender and shall be used to reduce the principal amount owing under the Line of Credit, and shall further result in a dollar for dollar permanent reduction in the amount of the Line of Credit Amount. Strawberry Fields LP shall not createFor purposes of this Section 7.6, incur, assume or suffer to exist any Lien the amount of any nature whatsoever on any Collateral related investment shall be equal to the Facility initial investment less all repayments, returns, dividends, distributions or Real Estate Company, including on any direct or indirect equity interest reimbursements in any Real Estate Company, other than Permitted Liensrespect thereof.

Encumbrances. The Real Estate Company No Restricted Person shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, the Collateral, other than, subject to except for the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): following: (a) (i) liens and security interests in favor of the Secured Parties or the UK Secured Parties; and (ii) in the case of the assets and properties of the UK Loan Parties (other than the Borrower and the Guarantors), liens and security interests in favor of any Loan Party to secure the GIFL US Intercompany Obligations; (b) liens and security interests on the Collateral securing indebtedness of the Senior Secured Parties under the Senior Secured Documents, to the extent such liens, security interest and indebtedness are subject to the terms and provisions of the applicable Mortgage, Liens any Intercreditor Agreement; (c) liens securing the payment of taxes, either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to such Restricted Person and with respect to which appropriate adequate reserves have been established; set aside on its books; (ed) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain security deposits (other than deposits intended as cash collateral) in the ordinary course of business; (e) non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of such Restricted Person’s business to the extent: (i) such liens secure obligations that are not yet overdue; (ii) such liens are not in imminent danger of foreclosure; or (iii) such liens secure indebtedness relating to claims or liabilities that are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (f) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property that do not interfere in any material respect with the use of such real property or ordinary conduct of the business of such Restricted Person as presently conducted thereon or materially impair the value of the real property that may he subject thereto; (g) judgment purchase money security interests in equipment (including Capital Leases) and attachment liens not giving rise purchase money mortgages on real property to an Event of Default; and secure indebtedness permitted under Section 6.8 (Indebtedness); (h) the security interests and liens in connection with Indebtedness permitted by Section 9.2(a)(iiiset forth on Schedule 6.7 or replacements therefor that do not extend to any other property or increase the amounts secured; and (i) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien security interests and liens on the assets of any nature whatsoever on Other Restricted Person having entered into any Collateral related financing transaction permitted pursuant to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens.Section 6.6(b)(i) (Sale of

Encumbrances. The Real Estate Company shall not Except as set forth on Schedule 8.1 hereto, or contemplated herein, neither Borrower nor any Subsidiary will create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien or other encumbrance of any nature whatsoever on any of its assets or propertyassets, including, without limitation, the Collateral, other than, subject to the terms : (i) involuntary liens on real property (and provisions not personal property of the applicable Mortgage, the following (“Permitted Liens”): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxesBorrower or any Subsidiary), either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower or such Subsidiary shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (bii) deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor , or to secure the performance of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgagebids, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable tenders or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateralfor the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (giii) judgment the liens and attachment security interests in favor of Agent; (iv) liens which arise by operation of law, other than Environmental Liens; (v) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property; (vi) liens securing Purchase Money Secured Financing permitted under Subsection 8.2(iv) hereof; (vii) consignments of goods to Borrower provided such consignment arrangement is permitted by Subsection 3.17; (viii) consignment of goods to any Subsidiary; (ix) liens on assets of P&J securing indebtedness of P&J to American National Bank and Trust Company of Chicago and its successors, not giving rise to an Event of Defaultexceed $2,000,000 in aggregate amount at any time outstanding; and (hx) other liens and encumbrances on property which are not in connection with Indebtedness permitted the aggregate in excess of $150,000 or, which do not, in Agent's sole determination, (a) materially impair the use of such property, or (b) materially lessen the value of such property for the purposes for which the same is held by Section 9.2(a)(iii) belowBorrower or such Subsidiary. Strawberry Fields LP Borrower shall not create, incur, assume or suffer to exist any Lien promptly give Lender notice of any nature whatsoever on any Collateral related liens of a type referred to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, clause (i) above (other than Permitted Liensliens for taxes not yet due).

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances described in Part 2 of Exhibit 3A, and those created by this Security Agreement, the Mortgage and the Deed of Trust, Borrower, shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its assets or propertythe Collateral (and, including, without limitationfor this purpose, the Collateral, Company’s “priced as sold” arrangements with respect to its purchases of almonds and walnuts from growers in the ordinary course of business as customarily conducted in the past shall not be considered an assignment or a conveyance of a right to receive income or profits) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits with insurance carriers or under workmen’s compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations (including obligations to landlords, warehousemen and mechanics) or surety bonds, or securing indemnity, performance or other similar bonds in the ordinary course of Borrower’s business, which are not past due; (c) Liens liens securing appeal bonds securing judgments not in excess of $1,000,000; (d) liens and security interests in favor of the Agent for the ratable benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedSecured Parties; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases)liens securing the interests of Broker in any Margin Account; (f) customary rights zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of set-offBorrower’s real property, revocationand other liens, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) security interests and encumbrances on property which do not, in the ordinary course Agent’s reasonable determination: (i) materially impair the use of businesssuch property, or (ii) materially lessen the value of such property for the purposes for which the same is held by Borrower; and (g) judgment and attachment liens purchase money security interests securing amounts not giving rise to an Event exceeding $1,500,000 in the aggregate during any fiscal year of DefaultBorrower; and (h) liens and encumbrances as described as part of the Project (as defined in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensCredit Agreement).

Encumbrances. The Real Estate Except for those liens, security interests and encumbrances presently in existence and reflected in the most recent audited financial statements delivered pursuant to Section 7.1(c), and those created by the Collateral Documents, the Company shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its the Company’s assets or property(and, including, without limitationfor this purpose, the Collateral, Company’s “priced as sold” arrangements with respect to its purchases of almonds and walnuts from growers in the ordinary course of business as customarily conducted in the past shall not be considered an assignment or a conveyance of a right to receive income or profits) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its the Company’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits with insurance carriers or under workmen’s compensation, unemployment insurance, social security and other similar laws; , or securing the performance of bids, tenders, contracts (c) Liens in favor of the Agent other than for the benefit repayment of Lenders; (dborrowed money) subject to the terms and provisions of the applicable Mortgageor leases, liens imposed by lawor securing indemnity, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and performance or other similar liensbonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations incurred (including obligations to landlords, warehousemen and mechanics) or surety bonds, or securing indemnity, performance or other similar bonds in the ordinary course of business that the Company’s business, which are not yet due past due; (c) liens securing appeal bonds securing judgments not in excess of $1,000,000; (d) liens and payable or which are being contested security interests in good faith by appropriate proceedings and favor of the Collateral Agent for which appropriate reserves have been establishedthe ratable benefit of the holders of the Notes; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases)liens securing the interests of Broker in any Margin Account; (f) customary rights zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of set-offthe Company’s real property, revocationand other liens, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) security interests and encumbrances on property which do not, in the ordinary course reasonable determination of businessthe Required Holder(s): (i) materially impair the use of such property, or (ii) materially lessen the value of such property for the purposes for which the same is held by the Company; (g) judgment and attachment liens purchase money security interests securing amounts not giving rise to an Event exceeding $1,500,000 in the aggregate during any Fiscal Year of Defaultthe Company; and (h) liens and encumbrances as described as part of the Project. Notwithstanding the foregoing, the fact that the Deed of Trust, recorded February 13, 1997 as Instrument No.5458, Book 3562, Page 483 in connection the Official Records of Merced County, California (the “Deed of Trust”) in favor of Bank of America Illinois (“BOA”) with Indebtedness permitted respect to certain property owned by Section 9.2(a)(iiithe Company and located in Merced County, Gustine, California (the “California Property”) below. Strawberry Fields LP remains of record notwithstanding that the Company has repaid all of the obligations that had been secured thereby shall not create, incur, assume or suffer constitute a violation of this Section 10.5 so long as the Company (1) is using reasonable efforts to exist any Lien (A) cause BOA to file an appropriate Deed of any nature whatsoever on any Collateral related Reconveyance that would remove the Deed of Trust from the Title Commitment issued to the Facility Collateral Agent for the California Property, or Real Estate (B) in the alternative, to deliver to First America Title Insurance Company, including on any direct or indirect equity interest the issuer of such Title Commitment, such other evidence as would remove the Deed of Trust from such Title Commitment, and (2) in any Real Estate Company, other than Permitted Liensevent shall cause either the aforesaid event (A) or event (B) to occur within one hundred twenty (120) days of date of the Second Amendment.

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in Borrower’s financial statements referred to in Section 6.13 and disclosed in Exhibit 6A under Section 6.4, Borrower and its consolidated subsidiaries shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its their assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; , or securing the performance of bids, tenders, contracts (c) Liens in favor of the Agent other than for the benefit repayment of Lenders; (dborrowed money) subject to the terms and provisions of the applicable Mortgageor leases, liens imposed by lawor securing indemnity, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and performance or other similar liensbonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations incurred or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of business that Borrower’s business, which are not yet due past due; (c) liens securing the interests of the broker with respect to any Margin Account; (d) liens on or security interests in cash or other deposits up to the aggregate amount of $20,000,000 securing the interests of the issuers of letters of credit; and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (includingany other liens, but not limited to, equipment leases); (f) customary rights security interests and encumbrances on property of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (and its consolidated subsidiaries other than deposits intended as cash collateralInventory, Accounts, General Intangibles (including contract rights) in or the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensproceeds thereof.

Encumbrances. The Real Estate Company shall not createCreate, incur, assume or suffer to exist any Lien of any nature whatsoever on Encumbrance upon any of its properties or assets or property, including, (including without limitation, the Collateral), other thanwhether now owned or hereafter acquired, subject to except for the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): following: (a) subject Encumbrances created in connection with the Loan Documents; (b) Mechanic’s, warehouseman’s, and statutory landlords’ Encumbrances arising as an incident to the terms normal and provisions customary conduct of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Borrower’s business or the validity ownership of which properties and assets by Borrower, and deposits and pledges incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that (i) in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith and adequate reserves have been set aside by appropriate proceedingsthe Borrower as the case may be, and as to which (ii), in the Real Estate Company shallcase of warehousemen’s or landlord’s Encumbrances, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on written subordination agreements providing for the ability subordination or waiver of the warehousemen’s or landlord’s Encumbrances to the security interests and liens provided by Borrower to pay any of Lender under this Agreement and the Liabilitiesother Loan Documents shall have been executed by the warehousemen and/or landlords (as applicable) and Borrower and delivered to Lender, or the priority or value of the Agent’s Lien and are in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security form and other similar lawssubstance satisfactory to Lender; (c) Liens in favor Encumbrances securing the payments of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and taxes or other similar liens, securing obligations governmental charges incurred in the ordinary course of business that either (1) are not yet due and payable delinquent, or which (2) are being contested in good faith by appropriate legal or administrative proceedings and for as to which appropriate adequate reserves have been establishedset aside on their books to the extent required by GAAP, and which do not result in a Material Adverse Effect; (d) Encumbrances listed on the schedule attached hereto as Schedule 7.2; (e) leases Encumbrances in respect of pledges or deposits in connection with precautionary UCC filings (includingworkers compensation, but not limited to, equipment leases)unemployment insurance and other social security legislation; (f) customary rights of set-off, revocation, refund Encumbrances securing Capital Leases or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) purchase money security interests securing amounts not to exceed in the ordinary course of businessaggregate Five Hundred Thousand and 00/100 Dollars ($500,000.00) at any time outstanding; (g) judgment Encumbrances not otherwise permitted hereunder that do not in the aggregate exceed Two Hundred Fifty Thousand and attachment liens not giving rise to an Event 00/100 Dollars ($250,000.00) at any time outstanding; (h) Encumbrances in respect of Defaultprecautionary UCC filings in respect of leases; and (i) Extensions, renewals and replacements of Encumbrances referred to in clauses (a) through (h) liens in connection with Indebtedness permitted by of this Section 9.2(a)(iii) below. Strawberry Fields LP 7.2; provided, however, that any such extension, renewal or replacement Encumbrance shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related be limited to the Facility property or Real Estate Companyassets and proceeds thereof covered by the Encumbrance extended, including on renewed or replaced and that the obligations secured by any direct such extension, renewal or indirect equity interest replacement Encumbrance shall be in any Real Estate Companyan amount not greater than the amount of the obligations secured by the Encumbrance extended, other than Permitted Liensrenewed or replaced.

Encumbrances. The Real Estate Company Borrowers shall not create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance of any nature whatsoever on kind, including the lien or retained security title of a conditional vendor upon or with respect to any of its their property or assets ("Encumbrances"), or propertyassign or otherwise convey any right to receive income, includingincluding the sale or discount of Accounts Receivable with or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“"Permitted Liens”): Encumbrances"): (a) subject to the terms and provisions Encumbrances in favor of the applicable MortgageAdministrative Agent, Liens securing the payment of taxes, either not yet due Issuing Bank or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; Lenders to secure Obligations; (b) Encumbrances existing as of the date of this Agreement and disclosed in Exhibit C hereto; (c) Encumbrances securing Indebtedness for Capital Expenditures to the extent such Indebtedness is permitted by Section 7.1(c), provided that no such Encumbrance attaches to any Collateral; (d) liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (e) landlords' and lessors' liens in respect of rent not in default or liens in respect of pledges or deposits under workmen’s 's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and other similar lawsbonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms mechanics', warehouseman's, laborers' and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ 's and other similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids, tenders, contracts (other than for the payment of money); and liens securing statutory obligations incurred or surety, indemnity, performance, or other similar bonds incidental to the conduct of the Borrowers' or a Subsidiary's business in the ordinary course and that do not in the aggregate materially detract from the value of business that are not yet due and payable their property or which are being contested materially impair the use thereof in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); the operation of their business; (f) customary rights judgment liens securing judgments that (i) are not fully covered by insurance, and (ii) shall not have been in existence for a period longer than 30 days after the creation thereof or, if a stay of set-offexecution shall have been obtained, revocation, refund or chargeback under deposit agreements or under for a period longer than 30 days after the Uniform Commercial Code or common law expiration of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; such stay; (g) judgment and attachment liens not giving rise rights of lessors under capital leases to an Event of Default; and the extent such capital leases are permitted hereunder; (h) easements, rights of way, restrictions and other similar charges or Encumbrances relating to real property and not interfering in a material way with the ordinary conduct of the Borrowers' business; (i) Encumbrances securing the Permitted Guarantees as set forth in the Senior Debt Security Documents and the Hydro Debt Documents, provided that no such Encumbrance attaches to any Collateral; and (j) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createconstituting a renewal, incur, assume extension or suffer to exist any Lien replacement of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensEncumbrance.

Encumbrances. The Real Estate Company Borrower shall not (and shall not permit any Domestic Subsidiaries to), either directly or indirectly, create, incurassume, assume incur or suffer or permit to exist any Lien or charge of any nature whatsoever on kind or character upon any asset of its assets Borrower (or propertyany Domestic Subsidiaries, includingas the case may be), without limitation, whether owned at the Collateral, other than, subject to the terms and provisions date hereof or hereafter acquired except (all of the applicable Mortgagefollowing, the following (collectively, “Permitted Liens”): ): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of listed on Schedule 8.2; I\15453359.12 (b) Liens for taxes, either assessments or other governmental charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings proceedings; (c) Liens or charges incidental to the conduct of its business or the ownership of its property and for assets, including easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title or other similar charges or encumbrances, which appropriate reserves have been established; were not incurred in connection with the borrowing of money or the obtaining of an advance or credit, and 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 business; (d) good faith deposits in connection with lending contracts or leases to which any Borrower (or any Domestic Subsidiaries, as the case may be) is a party; (e) leases with precautionary UCC filings deposits to secure public or statutory obligations of any Borrower (or any Domestic Subsidiaries, as the case may be), including, but not limited towithout limitation, equipment leases); Liens arising under workers' compensation, unemployment insurance, social security, and other similar laws and regulations; (f) customary rights of set-offLiens existing on the date hereof and disclosed on the financial statements referred to in Section 7.6; (g) Liens granted to the Bank hereunder and Liens securing purchase money indebtedness, revocationpermitted under Section 8.1(f); (h) mechanics' or materialmen's liens, refund landlords' liens, carriers' liens and software licenses, in each case incurred or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) granted in the ordinary course of business; (i) Liens to which the Bank consents in writing; and (gj) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createextensions, incur, assume renewals or suffer to exist any Lien replacements of any nature whatsoever on any Collateral related to of the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensforegoing.

Encumbrances. The Real Estate Company shall not createCreate, incur, assume or suffer to exist any Lien of any nature whatsoever on Encumbrance upon or with respect to any of its property or assets (real or propertypersonal, includingtangible or intangible), without limitationwhether now owned or hereafter acquired, the Collateral, other than, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to it), or assign any right to receive income or permit the terms and filing of any financing statement under the UCC or any other similar notice of Encumbrance under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the applicable Mortgagecreation, incurrence, assumption or existence of the following (“Encumbrances described below are herein referred to as "Permitted Liens”): Encumbrances"): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of inchoate Encumbrances for taxes, either assessments or governmental charges or levies not yet due or Encumbrances for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, with respect to the validity Company and its Domestic Subsidiaries, or International GAAP, with respect to Foreign Subsidiaries, as applicable; (b) Encumbrances in respect of its property or assets imposed by law, which is were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers', warehousemen's, materialmen's and mechanics' Encumbrances and other similar Encumbrances arising in the ordinary course of business, and (i) 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 business or (ii) which are being contested in good faith by appropriate proceedings, and as to which proceedings have the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on of preventing the ability forfeiture or sale of the Borrower property or assets subject to pay any of such Encumbrance; (c) Encumbrances created by or pursuant to this Agreement and the LiabilitiesLoan Documents; (d) easements, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensationrights-of-way, unemployment insurancerestrictions, social security encroachments and other similar lawscharges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of its business; and (ce) Liens in favor Encumbrances arising out of the Agent for the benefit existence of Lenders; (d) subject to the terms and provisions judgments or awards in respect of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested it shall in good faith by appropriate be prosecuting an appeal or proceedings for review and for in respect of which appropriate reserves there shall have been establishedsecured a subsisting stay of execution pending such appeal or proceedings; (e) leases with precautionary UCC filings (including, but provided that the aggregate amount of all cash and the Fair Market Value of all other property subject to such Encumbrances does not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist exceed $100,000 at any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Lienstime outstanding.

Encumbrances. The Real Estate Company Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other thansimilar notice of any security interest or lien with respect to any such assets or properties, subject to the terms and provisions of the applicable Mortgageexcept for (collectively, the following (“Permitted Liens”): ): (a) subject to the terms security interests and provisions liens of Lender and any Bank Product Provider and the rights of setoff of Lender and any Bank Product Provider provided for herein or under applicable Mortgage, Liens law; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to Borrower and any of its Subsidiaries as the case may be and with respect to which appropriate adequate reserves have been established; set aside on the books of the Borrower and its Subsidiaries to the extent required by GAAP; (c) non-consensual statutory liens (other than liens securing the payment of taxes, including but not limited to carriers’, warehousemen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ liens and other similar liens) arising in the ordinary course of business of the Borrower or any of its Subsidiaries to the extent: (i) such liens secure obligations which are not overdue or are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower and such Subsidiary in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books to the extent required by GAAP or (ii) such liens secure obligations relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or are being contested in good faith by appropriate proceedings diligently pursued and available to Borrower or such Subsidiary in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books to the extent required by GAAP; (d) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Real Property which do not interfere in any material respect with the use of such Real Property or ordinary conduct of the business of Borrower or any of its Subsidiaries as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (e) leases (i) purchase money security interests in Equipment and proceeds thereof (including Capital Leases) to secure Indebtedness permitted under Section 9.9(b) and (ii) purchase money security interests (including Capital Leases) in the distribution center (or any of its constituent parts), as applicable, or proceeds thereof to secure Indebtedness permitted under Section 9.9(b) hereof, in each case so long as such security interests are limited to the Equipment or the distribution center (or any of its constituent parts), as applicable, acquired with precautionary UCC filings such Indebtedness, or proceeds thereof and the Indebtedness secured thereby does not exceed the cost of the Equipment or the distribution center (includingor any of its constituent parts), but not limited toas applicable, equipment leases); so acquired; (f) customary pledges and deposits of cash by Borrower or any of its Subsidiaries after the date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits consistent with the current practices of Borrower or such Subsidiary as of the date hereof; (g) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by Borrower or its Subsidiaries located on the premises of Borrower or its Subsidiaries (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of Borrower or any of its Subsidiaries and the precautionary UCC financing statement filings in respect thereof; (h) liens or rights of set-off, revocation, refund setoff against credit balances of Borrower or chargeback under deposit agreements any of its Subsidiaries with Credit Card Issuers or under the Uniform Commercial Code Credit Card Processors or common law of banks amounts owing by such Credit Card Issuers or other financial institutions where the Credit Card Processors to Borrower maintain deposits (other than deposits intended as cash collateral) or such Subsidiary in the ordinary course of business; , but not liens on or rights of setoff against any other property or assets of Borrower or such Subsidiary, pursuant to the Credit Card Agreements (gas in effect on the date hereof) judgment to secure the obligations of Borrower or such Subsidiary to the Credit Card Issuers or Credit Card Processors as a result of fees and attachment chargebacks; (i) statutory or common law liens or rights of setoff of depository banks with respect to funds of Borrower or any of its Subsidiaries at such banks to secure fees and charges in connection with returned items or the standard fees and charges of such banks in connection with the deposit accounts maintained by Borrower or such Subsidiary at such banks (but not giving rise any other Indebtedness or obligations); (j) deposits of cash with the owner or lessor of premises leased and operated by Borrower or any of its Subsidiaries in the ordinary course of the business of Borrower or such Subsidiary to secure the performance by Borrower or such Subsidiary of its obligations under the terms of the lease for such premises; (k) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default, provided, that, (i) such liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, and (iii) a stay of enforcement of any such liens is in effect; (l) the security interests and liens set forth in the Information Certificate and any security interests and liens granted as a replacement or substitute therefor; provided that any such replacement or substitute security interest or lien (i) does not secure an aggregate amount of Indebtedness or other obligations, if any, greater than that secured on the date hereof and (ii) does not encumber any property other than the property subject thereto on the date hereof; (m) liens (i) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness for borrowed money) or (ii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; (n) liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business of the Borrower or such Subsidiary in accordance with the past practices of the Borrower or such Subsidiary; (o) liens on property rented to, or leased by, the Borrower or any of its Subsidiaries pursuant to a Sale and Leaseback Transaction and proceeds thereof; provided that (i) such Sale and Leaseback Transaction is permitted by Section 9.23, (ii) such liens do not encumber any other property of the Borrower or any of its Subsidiaries, and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction; (p) licenses or sublicenses of Intellectual Property granted by the Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Borrower or any of its Subsidiaries; (q) leases, subleases, licenses and sublicenses of the properties of Borrower or any of its Subsidiaries, in each case entered into in the ordinary course of the business of the Borrower of such Subsidiary so long as such leases, subleases, licenses and sublicenses do not (i) individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or (ii) secure any Indebtedness; (r) liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code as in effect in the State of New York or any similar section under any applicable UCC, covering only the items being collected upon; (s) liens encumbering the underlying fee interest of any Real Property for which Borrower or any of its Subsidiaries has only a leasehold or subleasehold interest in the Real Property; (t) all matters set forth in any lease that is a leasehold interest included as Real Property (but only to the extent that Borrower or any of its Subsidiaries only has a leasehold or subleasehold interest in the Real Property); (u) liens on property of a person existing at the time such person is acquired or merged with or into or consolidated with the Borrower or any of its Subsidiaries to the extent permitted hereunder; provided that such liens (i) do not extend to property not subject to such liens at the time of such acquisition, merger or consolidation (other than improvements thereon), (ii) are no more favorable to the lienholders than such existing liens; and (hiii) are not created in anticipation or contemplation of such acquisition, merger or consolidation; (v) [intentionally left blank]; (w) liens securing Indebtedness incurred by a non-Loan Party pursuant to Section 9.9(p); (x) liens not otherwise permitted under this Section 9.8 securing obligations that do not in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist the aggregate exceed $3,000,000 at any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens.time outstanding; and

Encumbrances. The Real Estate Company Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject to the terms liens and provisions security interests of the applicable Mortgage, Liens Lender; (b) liens securing the payment of taxes, either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to such Borrower or Guarantor and with respect to which appropriate adequate reserves have been established; set aside on its books; (ec) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of setnon-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits consensual statutory liens (other than deposits intended as cash collateralliens securing the payment of taxes) arising in the ordinary course of businesssuch Borrower's or Guarantor's business to the extent: (i) such liens secure indebtedness or obligations which are not overdue or (ii) such liens secure Indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or Guarantor, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (d) pledges and deposits of cash by any Borrower or Guarantor after the date hereof in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits consistent with the current practices of Borrowers and Guarantors as of the date hereof; (e) pledges and deposits of cash by Borrowers after the date hereof to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business consistent with the current practices of Borrowers and Guarantors as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Lender; (f) the Capital Leases with respect to the Blytheville Collateral to secure the Indebtedness of Huntco Steel to the City thereunder permitted under Sections 9.9(d) and 9.9(e) below; (g) judgment liens arising from (i) operating leases and attachment liens the precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not giving rise owned by a Borrower located on the premises of such Borrower (but not in connection with, or as part of, the financing thereof) from time to an Event time in the ordinary course of Default; business and consistent with current practices of Borrowers and the precautionary UCC financing statement filings in respect thereof, provided, that, Lender shall have received written notice of such equipment or other materials and such equipment and other materials shall be separately identified to Lender in any report with respect to Equipment and Inventory provided to Lender in a manner satisfactory to Lender; (h) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Real Property which do not interfere in any material respect with the use of such real property or ordinary conduct of the businesses of Borrowers as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (i) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on real estate arising after the date hereof in the aggregate for Borrowers not to exceed $10,000,000 so long as such security interests and mortgages do not apply to any property of Borrowers other than the Equipment or real estate so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or real estate so acquired, as the case may be; (j) mortgages and liens in connection with upon the Real Property of a Borrower (other than the Real Property constituting the Blytheville Collateral) arising after the date hereof to secure the Indebtedness of such Borrower permitted by under Section 9.2(a)(iii9.9(f) below. Strawberry Fields LP ; (k) the mortgage and lien upon the Real Property of Huntco Steel located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Ghent, Kentucky 41045 to secure the Indebtedness of Huntco Steel to Huntco Nevada permitted under Section 9.9(g) below, provided, that, such mortgage and lien of Huntco Nevada is and shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related be junior and subordinate to the Facility or mortgage and lien of Lender with respect to such Real Estate CompanyProperty on terms and conditions acceptable to Lender: (i) security interests and liens of Huntco Nevada in and upon assets of Huntco Steel arising after the date hereof to secure Indebtedness of such Borrower to Huntco Nevada arising after the date hereof permitted under Section 9.9(h) below, including provided, that, such security interests and liens are and shall be junior and subordinate to the security interests and liens of Lender on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensterms and conditions acceptable to Lender; and (l) security interests and liens set forth on Schedule 8.4 hereto.

Encumbrances. The Real Estate Company Except for those Liens presently in existence and reflected in either the Borrower's or NBC's financial statements referred to in Section 7.16 or security interests granted in the Security Documents or in the Intercompany Financing Documents, neither the Borrower nor NBC shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on or with regard to any of its assets or property, (including, without limitation, the Collateral, ) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower or NBC (as the case may be) shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) Liens securing deposits under workmen’s workers' compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of the Borrower's or NBC's business (as the case may be); (c) Liens granted under the Bond Documents or pursuant to the Water Services Agreement and Liens in favor of the Agent for securing the benefit of LendersLiabilities; (d) subject zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of either the Borrower's or NBC's real property, and other Liens on property which are subordinate to the terms and provisions Liens of the applicable MortgageAgent securing the Liabilities and which do not, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course National Beef Packing Company Credit Agreement 58 determination of business that are not yet due and payable the Required Lenders (i) materially impair the use of such property or which are being contested in good faith by appropriate proceedings and (ii) materially lessen the value of such property for the purposes for which appropriate reserves have been establishedthe same is held by either the Borrower or NBC; (e) in the case of the Borrower and NBC, purchase money security interests and capitalized leases with precautionary UCC filings (including, but not limited to, equipment leasessecuring indebtedness permitted to be incurred under Section 10.4(d); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course case of businessthe Borrower, Liens securing the interests of any broker in any Margin Account; (g) judgment and attachment liens not giving rise in the case of the Borrower, Liens securing indebtedness permitted to an Event of Defaultbe incurred under Section 10.4(f); and (h) liens in connection with Indebtedness Liens permitted by under Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens7.29.

Encumbrances. The Real Estate Company Borrower shall not create, incur, assume or suffer permit to exist any Lien of any nature whatsoever Encumbrances on any of its assets property now owned or propertyhereafter acquired, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except for the following (“hereinafter referred to as the "Permitted Liens”): Encumbrances"): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of Encumbrances for taxes, either assessments, or other governmental charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings action promptly initiated and for which appropriate diligently conducted, if such reserves as shall be required by GAAP shall have been established; made therefor; (eb) leases with precautionary UCC filings (includingEncumbrances of landlords, but not limited tovendors, equipment leases); (f) customary rights of set-offcarriers, revocationwarehousemen, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common mechanics, laborers and materialmen arising by law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; business for sums either not yet due or being contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor; (c) Inchoate liens arising under ERISA to secure the contingent liabilities, if any, permitted by this Agreement; (d) The Collateral Documents and any other Encumbrances in favor of the Bank to secure the Indebtedness of the Borrower to the Bank; (e) Encumbrances in favor of EnCap, provided such Encumbrances are subordinated in favor of Bank pursuant to the Subordination Agreement; (f) Encumbrances granted prior to the date of this Agreement to secure non-recourse Debt, and/or Encumbrances granted after the date of this Agreement to secure non-recourse Debt; (g) judgment and attachment liens not giving rise to an Event Encumbrances existing as of Defaultthe date of this Agreement in favor of Hibernia Corporation and/or Hibernia Energy Investment Corporation; and and (h) liens Encumbrance evidenced by that certain UCC-1 financing statement by PEO in connection favor of Linc Monex, recorded with Indebtedness permitted by Section 9.2(a)(iii) belowthe Secretary of State of Texas under No. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens98-215813.

Encumbrances. The Real Estate Company Borrower shall not not, either directly or indirectly, create, incurassume, assume incur or suffer or permit to exist any Lien or charge of any nature whatsoever on kind or character upon any of its assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions asset of the applicable MortgageBorrower, whether owned at the following (“Permitted Liens”): date hereof or hereafter acquired except: (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of for taxes, either assessments or other governmental charges not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings in such a manner as not to make any property of Borrower forfeitable and for which appropriate adequate reserves for such contest are maintained by the Borrower; (b) Liens arising out of judgments and pre-judgment attachments not constituting an Event of Default under Section 11.8 to which it shall concurrently therewith be prosecuting a timely appeal or proceeding for review and with respect to which it shall have been established; secured a stay of execution pending such appeal or proceedings for review; (c) pledges or deposits to secure obligations under worker's compensation laws or similar legislation; (d) good faith deposits in connection with contracts (other than contracts for the payment of money) or leases to which the Borrower is a party; (e) leases with precautionary UCC filings (includingcarriers,' warehousemen's, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund suppliers' or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) similar possessing liens existing in the ordinary course of Borrower's business; ; (f) Liens existing on the date hereof and disclosed on Schedule 8.2 referred to in Section 7; (g) judgment and attachment liens not giving rise Liens on fixed assets acquired in connection with incurring obligations permitted under Section 8.1(f), to an Event of Default; and secure such obligations; (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createzoning restrictions, incureasements, assume licenses, or suffer to exist any Lien other restrictions on the use of any nature whatsoever on any Collateral related real estate or other minor irregularities in title (including leasehold title) thereto, so long as the same do not materially impair the use, value, or marketability of such real estate; and (i) Liens granted to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensBank.

Encumbrances. The Real Estate Company Tenant shall not create, incur, assume at any time create or suffer to exist any Lien of any nature whatsoever on any of its assets properties or propertyassets, includingexcept: (1) Permitted Encumbrances; (2) Liens in favor of Landlord; (3) Liens for taxes or assessments or governmental charges or levies, without limitation, if payment shall not at the Collateral, time be required to be made in accordance with Article 8 hereof and the other than, subject applicable provisions --------- of the Transaction Documents; (4) Liens in respect of judgments or awards and liens of appeal and similar bonds incident to the terms conduct of litigation, so long as and provisions of the applicable Mortgage, the following (“Permitted Liens”): (a) subject to the terms extent that such judgments or awards, or the judgments or awards secured by such bonds, are permitted as Indebtedness by Section ------- 24.12(d) or are otherwise permitted under the Transaction Documents; -------- (5) Liens of carriers, warehousemen, mechanics, laborers and provisions materialmen and similar liens incurred in the ordinary course of the applicable Mortgage, Liens securing the payment of taxes, either business for sums not yet due or the validity of which is being contested in good faith in accordance with the applicable provisions of this Agreement and the other Transaction Documents; (6) Liens (other than liens created by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability Section 302(f) or Section 4068 of ERISA or Section 412(n) of the Borrower to pay any of the Liabilities, Code) incurred on pledges or the priority or value of the Agent’s Lien deposits made in the Collateral; (b) deposits under workmen’s ordinary course of business in connection with workers' compensation, unemployment insurance, social security laws or similar legislation, and other similar lawsliens incidental to the conduct of the business of Tenant which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and do not in the aggregate materially detract from the value of any material property of Tenant or materially impair the use thereof in the operation of its business; and (c7) Liens Security interests in its capital stock and in its personal property (excluding collateral under the HRP Shares Pledge Agreement and the Cash Collateral Pledge) securing the Indebtedness incurred in compliance with clauses (i) and (ii) of Section 24.12(g); provided, ----------- ---- ---------------- -------- however, that (i) such security interest shall at all times be junior ------- to the liens and security interests in favor of Landlord, and confined solely to such assets, and (ii) that the Agent for the benefit enforcement of Lenders; (d) such junior liens and security interests, and all claims secured thereby, shall at all times be subject to the terms and provisions of an intercreditor agreement in substantially the form (to the extent applicable) of the applicable MortgageIntercreditor Agreement dated as of February 12, liens imposed by law1997 among Tenant, such GCIHCC, GranCare, First Union National Bank of North Carolina, as mechanics’agent, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensLandlord.

Encumbrances. The Real Estate Company Neither the Borrower nor any of its Material Subsidiaries shall not create, incur, assume or suffer to exist any Lien mortgage, pledge, security interest, lien or other charge or encumbrance, including the lien or retained security title of any nature whatsoever on a conditional vendor upon or with respect to any of its property or assets ("Encumbrances"), or propertyassign or otherwise convey any right to receive income, includingincluding the sale or discount of accounts receivable with or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“"Permitted Liens”): Encumbrances"): (a) subject to the terms and provisions Encumbrances in favor of the applicable Mortgage, Liens securing the payment of taxes, either not yet due Bank or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; its affiliates; (b) Encumbrances existing as of the date of this Agreement, not otherwise described in Section 6.1, and disclosed in Exhibit B hereto; (c) liens for taxes, fees, assessments and other governmental charges to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section 5.4; (d) landlords' and lessors' liens in respect of rent not in default or liens in respect of pledges or deposits under workmen’s 's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and similar bonds incidental to litigation; mechanics', laborers' and materialmen's and similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids, tenders, contracts (other similar laws; (c) Liens in favor of the Agent than for the benefit payment of Lendersmoney); (d) subject and statutory obligations incidental to the terms conduct of its business and provisions that do not in the aggregate materially detract from the value of its property or materially impair the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ use thereof in the operation of its business; (e) judgment and other similar liens, securing obligations incurred singly or in the ordinary course aggregate in excess of business $5,000,000.00, arising in connection with court proceedings, provided that are not yet due the execution or other enforcement of such judgment or similar lien has been in existence for less than 30 days or is effectively stayed and payable or which the claims secured thereby are being actively contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); proceedings; (f) customary rights of set-off, revocation, refund or chargeback lessors under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; capitalized leases; (g) judgment and attachment liens Encumbrances securing indebtedness for borrowed money incurred in connection with the purchase of real or personal property used in its business, provided that any such Encumbrances shall not giving rise extend to an Event assets of Default; and the Borrower or any such Subsidiary not financed by such indebtedness; (h) liens easements, rights of way, restrictions and other similar charges or Encumbrances relating to real or personal property and not interfering in a material way with the ordinary conduct of its business; (i) other than as permitted in accordance with Section 6.1(j), Encumbrances on its assets created in connection with Indebtedness permitted the refinancing of indebtedness secured by Section 9.2(a)(iii) below. Strawberry Fields LP Permitted Encumbrances on such assets, provided that the amount of indebtedness secured by any such Encumbrance shall not create, incur, assume be increased as a result of such refinancing and no such Encumbrance shall extend to property and assets of the Borrower or suffer any such Subsidiary not encumbered prior to exist any Lien such refinancing; (j) Encumbrances incurred in connection with repurchase agreements; liens incurred in connection with asset securitizations; Encumbrances incurred in connection with the holding of any nature whatsoever on any Collateral related municipal deposits subject to the Facility New York State Comptroller's guidelines for collateralization; Encumbrances granted to a Federal Reserve Bank, a Federal Home Loan Bank or Real Estate Companythe Federal Agricultural Mortgage Corporation to secure advances or other transactions incidental to the conduct of the banking business of the Borrower or any such Subsidiary, including loans to meet liquidity requirements; (k) Encumbrances securing obligations of a Subsidiary to the Borrower or another Subsidiary; and (l) other Encumbrances which are incidental to the conduct of its business on any direct an ongoing basis and that do not in the aggregate have a material adverse effect on its assets, business or indirect equity interest in any Real Estate Company, other than Permitted Liensprospects.

Encumbrances. The Real Estate Company Each Borrower shall not create, incur, assume or suffer to exist exist, any Lien or other encumbrance of any nature whatsoever on any of its assets or propertyassets, including, including without limitation, limitation the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company applicable Borrower shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, ; provided that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the CollateralMaterial Adverse Effect; (b) deposits under workmen’s worker's compensation, unemployment insurance, social security and other similar lawsLaws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business, and Liens securing judgments that have not resulted in an Event of Default under clause (d) of subsection 8.1 hereof; (c) statutory Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgagelandlords, liens imposed by law, such as mechanics’, materialmen’s, landlord’scarriers, warehousemen’s, carriers’ and other similar liensmechanics, securing obligations materialmen or suppliers incurred in the ordinary course of business that are for sums not yet due delinquent; (d) Liens in favor of the Administrative Agent and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedthe Banks; (e) leases purchase money security interests arising in connection with precautionary UCC filings Equipment or real estate purchases or lease financings made as permitted by this Agreement, not to exceed an aggregate of Five Million and 00/100 Dollars (including, but not limited to, equipment leases)$5,000,000.00) outstanding at any time; (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of businessLiens described on Schedule 7.2; and (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, Liens other than Permitted Liensthose permitted in subsections 7.2(a) through (f), inclusive, securing obligations in an aggregate outstanding amount of no more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00).

Encumbrances. The Real Estate Company Each Obligor shall not ensure that no Restricted Person shall create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, the Collateral, other than, subject Security created pursuant to the terms and provisions of Finance Documents, except for the applicable Mortgage, the following (“Permitted Liens”): following: (a) Security in favour of the Finance Parties; (b) Security created pursuant to and in accordance with the US Loan Documents; (c) Security securing any amount outstanding under the US Senior Facility Documents and the UK Senior Facility Documents, to the extent such liens, security interest and indebtedness are subject to the terms and provisions of the applicable Mortgage, Liens any Intercreditor Agreement; (d) liens securing the payment of taxesTaxes, either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to such Restricted Person and with respect to which appropriate adequate reserves have been established; set aside on its books; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain security deposits (other than deposits intended as cash collateral) in the ordinary course of business; (f) non-consensual statutory liens (other than liens securing the payment of Taxes) arising in the ordinary course of such Restricted Person’s business to the extent: (i) such liens secure obligations that are not yet overdue; (ii) such liens are not in imminent danger of foreclosure; or (iii) such liens secure indebtedness relating to claims or liabilities that are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer (subject to applicable deductibles) or being contested in good faith by appropriate proceedings diligently pursued and available to such Restricted Person, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate reserves have been set aside on its books; (g) judgment zoning restrictions, easements, licenses, covenants and attachment liens other restrictions affecting the use of real property that do not giving rise to an Event interfere in any material respect with the use of Default; and such real property or ordinary conduct of the business of such Restricted Person as presently conducted thereon or materially impair the value of the real property that may be subject thereto; (h) purchase money security interests in equipment (including Capital Leases) and purchase money mortgages on real property to secure indebtedness permitted under Clause 19.8 (Indebtedness); (i) the security interests and liens in connection with Indebtedness set forth on Schedule 19 (Existing Security) or replacements therefor that do not extend to any other property or increase the amounts secured; and (j) security interests and liens on the assets of the Other Restricted Persons having entered into any financing transaction permitted by Section 9.2(a)(iiipursuant to Clause 19.6(i) below. Strawberry Fields LP shall not create(Sale of Assets, incurConsolidation, assume Merger, Dissolution, Etc.) or suffer to exist any Lien of any nature whatsoever on any Collateral related to Clause 19.8(i) (Indebtedness) securing the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensobligations under such financing transaction.

Encumbrances. The Real Estate Company shall not createCreate, incurassume, assume or suffer permit to exist any Lien mortgage, security deed, deed of any nature whatsoever trust, pledge, lien, charge or other encumbrance on any of its assets the ▇▇▇▇▇▇▇▇ Property or property, including, without limitation, the “Collateral” (as defined in the Security Agreement), other than, subject to : (i) security interests required by the terms and provisions of the applicable Mortgage, the following Loan Documents; (“Permitted Liens”): (aii) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either not yet due or the validity of which is being liens for taxes contested in good faith by appropriate proceedingsfaith; (iii) Permitted Liens, (iv) capitalized lease obligations and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside purchase money liens on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien security interests in equipment in the Collateral; ordinary course of business, (bv) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and or other similar liens, securing obligations incurred like liens arising in the ordinary course of business that of the Borrower or any subsidiary, if any, arising with respect to obligations which are not yet due and payable overdue for a period longer than thirty (30) days or which are being contested in good faith by appropriate proceedings and for which appropriate adequate reserves have been established; provided on the books of the Borrower or a subsidiary, (evi) leases pledges or deposits in connection with precautionary UCC filings (includingworkers’ compensation, but not limited tounemployment insurance, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where forms of governmental insurance or benefits or deposits or pledges to secure the Borrower maintain performance of bids, tenders, contracts, leases, public or statutory obligations, surety or appeal bonds or other deposits (other than deposits intended as cash collateral) or pledges for purposes of a like general nature or given in the ordinary course of business; a business by the Borrower or any subsidiary, or (gvii) judgment and attachment liens other encumbrances consisting of zoning restrictions, easements, rights-of-way, restrictions on the use of real property or minor irregularities in the title thereto, which do not giving rise to an Event of Default; and (h) liens arise in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall the borrowing of, or any obligation for the payment of, money and which in the aggregate, do not creatematerially detract from the value of the business, incur, assume properties or suffer to exist any Lien assets of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensBorrower.

Encumbrances. The Real Estate Company shall not Except as set forth on Schedule 6.5 hereto, --------------------- ------------ neither the Borrower nor any of its Subsidiaries will create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien or other encumbrance of any nature whatsoever on any of its assets or property, including, without limitation, the Collateralassets, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower or such Subsidiary, as applicable, shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, ; provided, however, -------- ------- that such contest does not have a material adverse effect on the ability of the Borrower such corporation to pay any of the Liabilities, or the priority or value of the Agent’s Lien 's security interest in the Collateral; (b) deposits under workmen’s worker's compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor , or to secure the performance of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgagebids, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable tenders or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits contracts (other than deposits intended as cash collateralfor the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (gc) judgment and attachment liens not giving rise to an Event of Defaultsecurity interests in real estate securing indebtedness permitted by this Agreement; and (hd) liens and security interests in favor of the Agent; (e) purchase money security interests in Equipment arising in connection with Indebtedness capital expenditures permitted by Section 9.2(a)(iii8.8, provided, that ----------- -------- the Agent has consented to such security interest as provided by the proviso of clause (vi) below. Strawberry Fields LP shall not createof Section 10.15 and (f) subject to Section 10.15, incur, assume or suffer such security ----------- ------------- ------------- interests and liens as Agent may agree in writing to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensallow.

Encumbrances. The Real Estate Company Each Borrower and Guarantor shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, statutory deemed trust, charge, hypothec or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, including the Collateral, or file or permit the filing of, or permit to remain in effect, any financing statement or other thansimilar notice of any security interest or lien with respect to any such assets or properties, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject to the terms security interests, liens and provisions hypothecs of Agent for itself and the applicable Mortgage, Liens benefit of Secured Parties; (b) liens securing the payment of taxes, assessments or other governmental charges or levies either not yet due overdue or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested in good faith by appropriate proceedings diligently pursued and for available to such Borrower, or Guarantor or Subsidiary, as the case may be, which appropriate proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien and with respect to which adequate reserves have been established; set aside on its books in accordance with GAAP; (ec) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of setnon-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits consensual statutory liens (other than deposits intended as cash collateralliens arising under ERISA or securing the payment of taxes) arising in the ordinary course of business; such Borrower’s, Guarantor’s or Subsidiary’s business that do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s suppliers’, repairmen’s and mechanics’ liens, to the extent: (i) such liens do not in the aggregate materially detract from the value of the property of Borrowers and Guarantors taken as a whole and do not materially impair the use thereof in the operation of Borrowers and Guarantors taken as a whole, and (ii) such liens secure liabilities which are (A) not overdue or (B) are fully insured and being defended at the sole cost and expense and at the sole risk of the insurer or (C) being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower, Guarantor or such Subsidiary, in each case prior to the commencement of foreclosure or other similar proceedings, which proceedings (or orders entered in connection with such proceeding) have the effect of preventing the forfeiture or sale of the property subject to any such lien and with respect to which adequate reserves have been set aside on its books in accordance with GAAP; (d) reservations in the original grant of a Real Property or letters patent from the Crown as well as, zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of Real Property which do not interfere in any material respect with the use of such Real Property or ordinary conduct of the business of such Borrower, Guarantor or such Subsidiary as presently conducted thereon or materially impair the value of the Real Property which may be subject thereto; (e) purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property to secure Indebtedness permitted under Section 9.9(b) hereof; (f) pledges and deposits of cash by any Borrower or Guarantor after the date hereof in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits; (g) judgment pledges and attachment deposits of cash or letters of credit by any Borrower or Guarantor after the date hereof to secure the performance of tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations, surety, stay, customs and appeal bonds, and liability for premiums to insurance carriers, in each case in the ordinary course of business of such Borrower or Guarantor as of the date hereof; provided, that, in connection with any performance bonds issued by a surety or other person, the issuer of such bond shall have waived in writing any rights in or to, or other interest in, any of the Collateral in an agreement, in form and substance satisfactory to Agent; (h) liens arising from (i) operating leases and the precautionary UCC or PPSA, as applicable, financing statement filings in respect thereof and (ii) equipment or other materials which are not giving rise owned by any Borrower or Guarantor located on the premises of such Borrower or Guarantor (but not in connection with, or as part of, the financing thereof) from time to time in the ordinary course of business and consistent with current practices of such Borrower or Guarantor and the precautionary UCC or PPSA, as applicable, financing statement filings in respect thereof; (i) judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default; provided, that, (i) such liens are being contested in good faith and by appropriate proceedings diligently pursued, (ii) adequate reserves or other appropriate provision, if any, as are required by GAAP have been made therefor, (iii) a stay of enforcement of any such liens is in effect and (hiv) Agent may establish a Reserve with respect thereto; (j) statutory or common law liens or rights of setoff of depository banks with respect to funds of any Borrower, Guarantor or Subsidiary at such banks to secure fees and charges in connection with returned items or the standard fees and charges of such banks in connection with the deposit accounts maintained by such Borrower, Guarantor or Subsidiary at such banks (but not any other Indebtedness or obligations); (k) leases or subleases of Real Property granted by any Borrower or Guarantor in the ordinary course of business and consistent with past practice to any Person so long as any such leases or subleases are subordinate in all respects to the security interests and liens granted to Agent and Secured Parties and do not interfere in any material respect with the ordinary conduct of the business of such Borrower or Guarantor or materially impair the value or marketability of the Real Property subject thereto; (l) liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Borrower or Guarantor in the ordinary course of business in accordance with the past practices of such Borrower or Guarantor; (m) liens securing Indebtedness permitted by under Section 9.2(a)(iii9.9; (n) below. Strawberry Fields LP shall not create, incur, assume or suffer the security interests and liens pursuant to exist any Lien and in accordance with the terms of any nature whatsoever the Faunus Factoring Documents as in effect on any Collateral related the date hereof and subject to the Facility or Real Estate Companyterms of the Faunus Intercreditor Agreement as in effect on the date hereof to secure the Indebtedness permitted under Section 9.9(k) hereof; provided, including that, the Faunus Intercreditor Agreement shall remain in full force and effect and enforceable in accordance with its terms; and (o) the security interests and liens set forth on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensSchedule 8.4 to the Information Certificate.

Encumbrances. The Real Estate Company shall Borrower will not create, incur, assume or suffer permit to exist any Lien of any nature whatsoever mortgage, pledge, lien or encumbrance on any of its properties or assets (now owned or propertyhereafter acquired), includingnor acquire or agree to acquire property or assets under any conditional sale agreement or title retention contract, without limitation, except that the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): foregoing restrictions shall not apply to: (a) subject to liens of vendors, carriers, warehousemen, mechanics, laborers and materialmen arising by law in the terms and provisions ordinary course of the applicable Mortgage, Liens securing the payment of taxes, either business for sums not yet due or the validity of which is are being diligently contested in good faith; (b) liens for taxes not yet due or which are being diligently contested in good faith by appropriate proceedings, and as ; (c) pledges or deposits in connection with or to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under secure workmen’s 's compensation, unemployment insurance, social security and pensions or other similar laws; (c) Liens in favor of the Agent for the benefit of Lenders; employee benefits; (d) subject to the terms and provisions liens required by this Agreement or any of the applicable Mortgage, Security Instruments; (e) statutory liens imposed and easements or other servitudes arising in the ordinary course of business and minor irregularities of title which do not materially impair the ownership or use of the property subject thereto for the purposes for which such property is owned and held by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations the Borrower or limit or restrict Lender's remedies hereunder; (f) liens incurred in the ordinary course of business, not on any of the collateral, to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business that or to secure obligations on appeal bonds; (g) judgments in existence less than 30 days after the entry thereof or with respect to which execution has been properly stayed; and (h) liens securing the Obligations under the Loan Documents as those terms are not yet due defined in the Master Credit Support Agreement. As to the liens and payable or which are being contested encumbrances permitted pursuant to paragraphs (a) and (b) above, Borrower's right to contest diligently in good faith by appropriate proceedings and for which is conditioned upon the Borrower setting up appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights under generally accepted accounting principles and upon stay of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment levy and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensexecution thereon.

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in the Borrower's financial statements referred to in Section 7.15 and permitted under Section 7.4, the Borrower shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its the Borrower's assets or property, including, (including without limitation, the Collateral, ) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its the Borrower's books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of the Borrower's business; (c) Liens liens and security interests in favor of the Agent for the ratable benefit of the Lenders; (d) subject zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of the Borrower's real property, and other liens, security interests and encumbrances on property which are subordinate to the terms liens and provisions security interests of the applicable MortgageAgent (for the ratable benefit of the Lenders) and which do not, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course Agent's determination (i) materially impair the use of business that such property or (ii) materially lessen the value of such property for the purposes for which the same is held by the Borrower; (e) liens securing the interests of any broker in any Margin Account; (f) purchase money security interests securing amounts relating to such items of Equipment as are not yet due specifically consented to by the Agent; (g) other liens and payable or which are security interests securing indebtedness permitted under clause (d) of Section 10.4; and (h) liens being contested in good faith by appropriate proceedings and for as to which appropriate the Borrower has established adequate reserves have been established; (e) leases in accordance with precautionary UCC filings (includingGAAP, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in no event exceeding $3,000,000 in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens aggregate in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist existence at any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensone time.

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in Borrower’s financial statements referred to in Section 6.13 and disclosed in Exhibit 6A under Section 6.4, Borrower and its consolidated subsidiaries shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, capitalized lease, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its their assets or property, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws; , or securing the performance of bids, tenders, contracts (c) Liens in favor of the Agent other than for the benefit repayment of Lenders; (dborrowed money) subject to the terms and provisions of the applicable Mortgageor leases, liens imposed by lawor securing indemnity, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and performance or other similar liensbonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations incurred or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of business that Borrower’s business, which are not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been establishedpast due; (ec) leases liens securing the interests of the broker with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise respect to an Event of Defaultany Margin Account; and (hd) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not createany other liens, incur, assume or suffer to exist any Lien security interests and encumbrances on property of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, Borrower and its consolidated subsidiaries other than Permitted LiensInventory, Accounts, General Intangibles (including contract rights) or the direct proceeds thereof.

Encumbrances. The Real Estate Company Except for those liens, security interests and encumbrances presently in existence and reflected in the Borrower’s financial statements referred to in Section 7.16 or permitted under Section 7.4, the Borrower shall not create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, levy, assessment, attachment, seizure, writ, distress warrant, or other encumbrance of any nature whatsoever on or with regard to any of its the Borrower’s assets or property, including, (including without limitation, the Collateral, ) other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): : (a) subject to the terms and provisions of the applicable Mortgage, Liens liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company Borrower shall, if appropriate under GAAP, have set aside on its the Borrower’s books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; (b) liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws, or securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or securing statutory obligations or surety or appeal bonds, or securing indemnity, performance or other similar bonds in the ordinary course of the Borrower’s business; (c) Liens liens and security interests in favor of the Agent for the ratable benefit of the Lenders; (d) subject zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of the Borrower’s real property, and other liens, security interests and encumbrances on property which are subordinate to the terms liens and provisions security interests of the applicable MortgageAgent (for the ratable benefit of the Lenders) and which do not, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course determination of business that are not yet due and payable the Required Lenders (i) materially impair the use of such property or which are being contested in good faith by appropriate proceedings and (ii) materially lessen the value of such property for the purposes for which appropriate reserves have been establishedthe same is held by the Borrower; (e) leases with precautionary UCC filings (including, but not limited to, equipment leasespurchase money security interests securing indebtedness permitted to be incurred under Section 10.4(d); (f) customary rights liens securing the interests of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) any broker in the ordinary course of businessany Margin Account; and (g) judgment security interests and attachment liens not giving rise securing indebtedness permitted to an Event of Default; and (h) liens in connection with Indebtedness permitted by be incurred under Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens10.4(g).

Encumbrances. The Real Estate Company shall not createCreate, incur, assume or suffer to exist any Lien of any nature whatsoever on Encumbrance upon or with respect to any of its property or assets (real or propertypersonal, includingtangible or intangible), without limitationwhether now owned or hereafter acquired, the Collateral, other than, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to it), or assign any right to receive income or permit the terms and filing of any financing statement under the UCC or any other similar notice of Encumbrance under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the applicable Mortgagecreation, incurrence, assumption or existence of the following (Encumbrances described below are herein referred to as “Permitted LiensEncumbrances”): ): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of inchoate Encumbrances for taxes, either assessments or governmental charges or levies not yet due or Encumbrances for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, with respect to the validity Company and its Domestic Subsidiaries, or International GAAP, with respect to Foreign Subsidiaries, as applicable; (b) Encumbrances in respect of its property or assets imposed by law, which is were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ Encumbrances and other similar Encumbrances arising in the ordinary course of business, and (i) 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 business or (ii) which are being contested in good faith by appropriate proceedings, and as to which proceedings have the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on of preventing the ability forfeiture or sale of the Borrower property or assets subject to pay any of such Encumbrance; (c) Encumbrances created by or pursuant to this Agreement and the LiabilitiesLoan Documents; (d) easements, or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s compensationrights-of-way, unemployment insurancerestrictions, social security encroachments and other similar lawscharges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of its business; and (ce) Liens in favor Encumbrances arising out of the Agent for the benefit existence of Lenders; (d) subject to the terms and provisions judgments or awards in respect of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred in the ordinary course of business that are not yet due and payable or which are being contested it shall in good faith by appropriate be prosecuting an appeal or proceedings for review and for in respect of which appropriate reserves there shall have been establishedsecured a subsisting stay of execution pending such appeal or proceedings; (e) leases with precautionary UCC filings (including, but provided that the aggregate amount of all cash and the Fair Market Value of all other property subject to such Encumbrances does not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist exceed $100,000 at any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Lienstime outstanding.

Encumbrances. The Real Estate Company Each Borrower and Guarantor shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien security interest, mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of its assets or propertyproperties, including, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, the following (“Permitted Liens”): except: (a) subject to liens and security interests of Agent for itself and the terms and provisions ratable benefit of the applicable Mortgage, Liens securing the payment of taxes, either Lenders; (b) liens for taxes or other governmental charges not yet due payable or the validity of which is liens for taxes or other governmental charges being contested in good faith and by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reservesproper proceedings diligently pursued, provided, that, a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor on the applicable financial statements of the applicable Borrower or Guarantor and that a stay of enforcement of any such contest lien is in effect; (c) liens upon equipment granted in connection with the acquisition of such equipment after the date hereof (including, without limitation, pursuant to Capital Leases), provided, that: (i) the aggregate amount of the Indebtedness secured by such liens does not have a material adverse effect on exceed $30,000,000, (ii) each such lien attaches only to the ability equipment acquired with the Indebtedness secured thereby, and (iii) the principal amount of the Borrower to pay Indebtedness secured by any item of equipment shall not exceed one hundred percent (100%) of the cost thereof; (d) reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting any real property of Edison or any of its Subsidiaries, provided, that, they do not in the Liabilities, or aggregate materially detract from the priority or value of the Agent’s Lien said properties or materially interfere with their use in the Collateral; ordinary conduct of the businesses of any Borrower or Guarantor; (be) deposits under workmen’s 's compensation, unemployment insurance, social security and other similar laws; ; (cf) Liens in favor of the Agent for the benefit of Lenders; (d) subject liens relating to the terms statutory obligations with respect to surety and provisions of the applicable Mortgageappeal bonds, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ performance bonds and other similar liens, securing obligations of a like nature incurred in the ordinary course of business; (g) carriers', warehousemen's, mechanics, materialmen's or other similar liens arising in the ordinary course of business that securing sums which are not yet due overdue or are being diligently contested in good faith by Borrowers or Guarantors and payable if such lien is being contested, so long as the holder of such lien has not obtained any judgment or which are taken any action adversely affecting the assets of Borrowers or Guarantors; (h) judgment liens on assets of any Borrower or Guarantor being contested in good faith and by proper proceedings diligently pursued, provided, that, (i) a reserve or other appropriate proceedings and for which appropriate reserves provision, if any, as shall be required by GAAP shall have been established; made therefor on the applicable financial statements of such Borrower or Guarantor, (eii) leases with precautionary UCC filings a stay of enforcement of any such lien is in effect and (includingiii) if any such judgment lien is on any of the Collateral, but such lien or liens, either singly or in the aggregate, are not limited toin excess of $1,000,000; (i) the liens and security interests upon the Edbro Missouri Facility in favor of the City of ▇▇▇▇▇▇▇▇▇▇, equipment leases▇▇▇▇▇▇▇▇ County, Missouri to secure the Indebtedness of Edbro Missouri permitted under Section 9.9(d) hereof; (j) the mortgages, liens and security interests of the Funding Escrow Agent on the Funding Escrow Properties to secure the payment of interest by Edison on the New Notes from the date of the issuance thereof through and including July 1, 2000, to the extent required by the Plan (as in effect on the date hereof); or (fk) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) judgment liens and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever security interests set forth on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted LiensSchedule 8.4 hereto.

Encumbrances. The Real Estate Company shall not createCreate, incur, assume or suffer to exist any Lien of any nature whatsoever on any of its assets property or propertyassets, includingwhether now owned or hereafter owned or acquired, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (collectively, “Permitted Liens”): ): (a) subject to the terms and provisions of the applicable Mortgage, Liens securing the payment of taxes, either for taxes not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does not have a material adverse effect on the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Agent’s Lien in the Collateral; delinquent; (b) Reserved (c) Reserved; (d) deposits under workmen’s compensationto secure the performance of tenders, unemployment insurancebids or leases, social security trade contracts (other than for borrowed money), statutory obligations, surety, customs, stay and appeal bonds, performance and return of money bonds, government contracts and other similar laws; obligations of a like nature; (ce) Liens securing Indebtedness permitted by Sections 6.1 hereof, provided that as to Liens securing Indebtedness permitted by Section 6.1(c) only, (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital asset, (ii) such Liens do not at any time encumber any property other than the property, equipment or improvements financed by such Indebtedness, and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property, Inventory, equipment or improvements and related costs and charges imposed by vendors thereof; (f) Liens in favor of the Agent for the benefit L▇▇▇▇▇; (g) Liens arising from precautionary UCC financing statements regarding operating leases; (h) Any interest of Lenders; (d) subject a licensor or sublicensor, with respect to the terms and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ and other similar liens, securing obligations incurred any assets under any license entered into in the ordinary course of business that are not yet due and payable covering only the licensed or which are being contested in good faith sublicensed assets; (i) Licenses of patents, trademarks and other intellectual property rights granted by appropriate proceedings and for which appropriate reserves have been established; (e) leases with precautionary UCC filings (including, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) or by any Subsidiary in the ordinary course of business; (j) Other Liens securing Indebtedness not to exceed $150,000; (k) Liens set forth on Schedule 6.2(o) hereof; (g) judgment and attachment liens not giving rise to an Event of Default; and (h) liens in connection with Indebtedness permitted by Section 9.2(a)(iii) below. Strawberry Fields LP shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on any Collateral related to the Facility or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liens.and

Encumbrances. The Real Estate Company Neither any Credit Party nor any of its Subsidiaries shall not create, incur, assume or suffer to exist any Lien of any nature whatsoever on Encumbrance upon any of its assets properties and assets, or propertyassign or otherwise convey any right to receive income, includingwith or without recourse, without limitation, the Collateral, other than, subject to the terms and provisions of the applicable Mortgage, except the following (“"Permitted Liens”): Encumbrances"): (a) subject Encumbrances in favor of the Administrative Agent under the Security Documents for the ratable benefit of the Lenders; (b) Encumbrances existing as of the date of this Agreement, consented to by the Required Lenders and disclosed in SCHEDULE 4.24. attached hereto; (c) liens for taxes, fees, assessments and other governmental charges to the terms and provisions extent that payment of the applicable Mortgagesame may be postponed, Liens securing the payment of taxes, either not yet due or the validity of which is being contested and is otherwise not required to be paid in good faith by appropriate proceedings, accordance with the provisions of Section 7.6. hereof; (d) landlords' and as to which the Real Estate Company shall, if appropriate under GAAP, have set aside on its books and records adequate reserves, provided, that such contest does lessors' liens in respect of rent not have a material adverse effect on the ability in default or liens in respect of the Borrower to pay any of the Liabilities, pledges or the priority or value of the Agent’s Lien in the Collateral; (b) deposits under workmen’s worker's compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and other similar lawsbonds incidental to litigation; (c) Liens in favor of the Agent for the benefit of Lenders; (d) subject to the terms mechanics', laborers' and provisions of the applicable Mortgage, liens imposed by law, such as mechanics’, materialmen’s, landlord’s, warehousemen’s, carriers’ 's and other similar liens, if the obligations secured by such liens are not then delinquent; liens securing the performance of bids, tenders, contracts (other than for the payment of money); and statutory obligations incurred incidental to the conduct of its business and that do not in the ordinary course aggregate materially detract from the value of business that are not yet due and payable its property or which are being contested materially impair the use thereof in good faith by appropriate proceedings and for which appropriate reserves have been established; the operation of its business; (e) leases with precautionary UCC filings (includingattachments, but not limited to, equipment leases); (f) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower maintain deposits (other than deposits intended as cash collateral) in the ordinary course of business; (g) garnishments and judgment and attachment liens not giving rise to constituting an Event of Default; ; (f) liens in favor of lessors under Capital Leases and sellers under motor vehicles installment sales contracts permitted under Section 8.9. hereof as long as the collateral subject thereto is limited solely to the property that is the subject of such Capital Leases or sales contracts and secures only the amounts owing in respect of such leases and contracts; (g) easements, rights of way, restrictions and other similar charges or Encumbrances relating to real property and not interfering in a material way with the ordinary conduct of its business; (h) liens Encumbrances on property or assets created in connection with the refinancing or refunding of Indebtedness permitted referred to in Section 8.1.(b) hereof; PROVIDED, HOWEVER, that the amount of Indebtedness secured by Section 9.2(a)(iii) below. Strawberry Fields LP any such Encumbrance shall not create, incur, assume be increased as a result of such refinancing or suffer refunding and no such Encumbrance shall extend to exist any Lien property and assets of any nature whatsoever on such Credit Party or Subsidiary not encumbered prior to any Collateral related such refinancing or refunding; and (i) Encumbrances securing Indebtedness for Capital Expenditures to the Facility extent such Indebtedness is permitted under Section 8.1 hereof, provided, that (i) each such Encumbrance is given solely to secure the purchase price of such property, does not extend to any other property and is given at the time of acquisition of the property, and (ii) the Indebtedness secured thereby does not exceed the lesser of the cost of such property or Real Estate Company, including on any direct or indirect equity interest in any Real Estate Company, other than Permitted Liensits fair market value at the time of acquisition.