Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documents.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:for the following (Liens described below are herein referred to as “Permitted Liens”; provided, however, that no reference to a Permitted Lien herein, including any statement or provision as to the acceptability of any Permitted Lien, shall in any way constitute or be construed so as to postpone or subordinate any Liens or other rights of the Agents, the Lenders or any of them hereunder or arising under any other Loan Document in favor of such Permitted Lien): (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes Taxes not yet due delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a Material Adverse Effect, or which are being contested in good faith by appropriate proceedings, provided that proceedings diligently conducted and adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business and relating to obligations which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedingsproceedings diligently conducted; (fc) Liens of landlords or of mortgagees of landlords arising by operation of law or pursuant to the terms of real property leases, provided that the rental payments secured thereby are not yet due and payable; (d) pledges, deposits or other Liens in connection with workers’ compensation, unemployment insurance, other social security benefits or other insurance related obligations (including pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing respect of liability to insurance carriers under insurance or self-insurance arrangements); (ge) deposits Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, if appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order, are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (f) Liens to secure the performance of bids, trade contracts (other than for borrowed money), obligations for utilities, leases, statutory obligations, surety and appeal bonds, performance bonds, material and supply, tax, judgment and like bonds, replevin bonds, other similar bonds and other obligations of a like nature incurred in the ordinary course of business; andand Liens created under or in connection with the Cash Collateral Agreement and the letters of credit secured thereby; (hg) zoning restrictions, easements, rights-of-way, restrictions and on the use of property, other similar encumbrances incurred in the ordinary course of businessbusiness and minor irregularities of title, whichwhich do not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries taken as a whole; (h) Liens arising from (i) operating leases and (ii) equipment or other materials which are not owned by any Borrower or a Subsidiary located on the premises of such Borrower or Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary ordinary course of business (it being understood that any precautionary UCC financing statement filings in respect of any such lease or equipment shall not be permitted, under any circumstances, to incur any consensual deemed a Lien); (i) statutory or common law Liens or rights of setoff of depository banks or securities intermediaries with respect to deposit accounts, securities accounts or other funds of the Borrower or any Subsidiary maintained at such banks or intermediaries, including to secure fees and charges in connection with returned items or the standard fees and charges of such banks or intermediaries in connection with the deposit accounts, securities accounts or other funds maintained by the Borrower or such Subsidiary at such banks or intermediaries (but not any Indebtedness for borrowed money owing by the Borrower or such Subsidiary to such banks or intermediaries); (j) Liens securing on goods in favor of customs and revenue authorities arising as a matter of law to secure custom duties in connection with the payment importation of such goods; (k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or its Subsidiaries in the ordinary course of business; (l) Liens in respect of Indebtedness for money borrowed of the Borrower and its Subsidiaries permitted by Section 7.2(m), Section 7.2(o) or guaranteedSection 7.2(q) or (to the extent relating to Indebtedness otherwise permitted to be secured) Section 7.2(g) or Section 7.2(t); (m) Liens on the property or assets described in Section 7.2(p) in respect of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(p); (n) Liens in respect of or consisting of (i) Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(f) incurred to finance or refinance the acquisition, leasing, construction or improvement of fixed or capital assets, provided, that such Liens do not at any time encumber any property other than Liens created the property financed or refinanced by such Indebtedness, or (ii) Indebtedness of the Loan Documents.Borrower and its Subsidiaries permitted by Section 7.2(g) assumed in connection with any acquisition permitted by

Limitation on Liens. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit ------------------- any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for:other than the following (“Permitted Liens”): (a) Liens created hereunder pursuant to any Loan Document (including pursuant to any amendment in connection with an Incremental Facility, any Extension or under Extension Offer, any of Permitted Repricing Amendment or any other amendment entered into from time to time in accordance with the other Loan Documentsterms hereof); (b) Liens existing on any Property at the time of its acquisition date hereof and not created in anticipation of such acquisitionset forth on Schedule 5.1(b); (c) Liens arising pursuant to any order of attachmentfor taxes, distraint assessments or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, governmental charges which are not overdue for a period of more than 45 thirty (30) days or which are not required to be paid pursuant to Section 4.13; (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens imposed by Requirements of Law arising in the Ordinary Course of Business which either (i) are not in excess of $50,000 individually or (ii) secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedingsproceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP; (fe) pledges (i) pledges, deposits or deposits Liens arising as a matter of law in the Ordinary Course of Business in connection with workers' ’ compensation, payroll taxes, unemployment insurance and other social security legislation and (ii) pledges and deposits in the Ordinary Course of Business securing liability to for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers under providing property, casualty or liability insurance to the Borrower or self-insurance arrangementsany of its Restricted Subsidiaries; (gf) deposits to secure the performance and payment of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course Ordinary Course of business; andBusiness; (hg) easements, rights-of-way, restrictions restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business, and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (h) Liens securing judgments for the payment of money (or appeal or surety bonds relating to such judgments) not constituting an Event of Default under Section 7.1(h); (i) Liens securing Indebtedness permitted under Section 5.3(f); provided that (i) such Liens attach concurrently with or within one hundred and eighty (180) days after the acquisition, construction, repair, replacement or improvement (as applicable) of the Property subject to such Liens, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, replacements thereof and additions and accessions to such Property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capital Leases; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses and Liens on the Property covered thereby, in each case, granted to others in the Ordinary Course of Business which do not (i) interfere in any material respect with the business of the Borrower or any of its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (l) Liens (i) of a collection bank (including those arising under Section 4-210 of the UCC) on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; (m) Liens (i) on cash advances in favor of the seller of any Property to be acquired in an Investment permitted pursuant to Section 5.2(i) or (m) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any Property in a Disposition permitted under Section 5.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) [Reserved]; (o) Liens existing on Property at the time of its acquisition or existing on the Property of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the date hereof; provided that (i) such Lien was not cause created in contemplation of such acquisition or such Person becoming a Material Adverse Effect. Notwithstanding Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or Property (other than the foregoingproceeds or products thereof and other than after-acquired Property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, the LCG License Subsidiary pursuant to their terms at such time, a pledge of after-acquired Property, it being understood that such requirement shall not be permittedpermitted to apply to any Property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 5.3(f) or (h); (p) any circumstancesinterest or title of a lessor or sublessor under leases or subleases entered into by the Borrower or any of its Restricted Subsidiaries in the Ordinary Course of Business; (q) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to incur pooled deposit or sweep accounts of the Borrower or any consensual of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business of the Borrower or its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the Ordinary Course of Business; (r) Liens arising from precautionary UCC financing statement filings; (s) Liens on insurance policies, the proceeds thereof and premium refunds securing the financing of the premiums with respect thereto; (t) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (u) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 5.1; provided that (i) the Lien does not extend to any additional Property other than (A) after-acquired Property that is affixed or incorporated into the Property covered by such Lien and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 5.3; (v) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (w) Liens on Property of a Non-Credit Party securing Indebtedness of such Non-Credit Party permitted to be incurred by Section 5.3; (x) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (y) Liens securing Indebtedness permitted pursuant to Section 5.3(r) and/or Section 5.3(t); provided that any such Lien shall rank junior to the payment Lien on the Collateral securing the Obligations (but, in each case, may not be secured by any assets that are not Collateral) and, in any such case, the Indebtedness in connection therewith shall be permitted pursuant to and in accordance with Section 1.1(e) and the beneficiaries of such Liens (or an agent on their behalf) shall have entered into an intercreditor agreement with Agent that is reasonably satisfactory to Agent and the Borrower; (z) Liens securing Indebtedness for money borrowed permitted pursuant to Section 5.3(m); (aa) other Liens securing Indebtedness or guaranteedother obligations in an aggregate principal amount at any time outstanding not to exceed $50,000,000.00; and (bb) with respect to any Foreign Subsidiary, other than Liens created and privileges arising mandatorily by the Loan DocumentsRequirements of Law.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the for taxes, assessments and other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes governmental charges not yet due or which are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiariesthe applicable Restricted Subsidiary, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Borrower or such Restricted Subsidiary; (f) Liens securing Indebtedness of the Borrower or any Restricted Subsidiary permitted by (i) Section 7.2(d) incurred to finance the acquisition of fixed or capital assets; provided that (w) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (x) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (y) the amount of Indebtedness secured thereby is not increased and (z) the principal amount of Indebtedness secured by such Lien shall at no time exceed the purchase price of such property and (ii) Section 7.2(j) incurred to finance working capital; (g) Liens on the property or assets of a Material Adverse Effect. Notwithstanding Person which becomes a Restricted Subsidiary after the foregoingdate hereof securing Indebtedness permitted by Section 7.2(e); provided that (i) such Liens existed at the time such Person became a Restricted Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets of such Person after the LCG License Subsidiary time such Person becomes a Restricted Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, (i) if appropriate legal proceedings which have been initiated for the review of such judgment, decree or order are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be permittedinitiated shall not have expired or (ii) if such judgment, under any circumstances, to incur any consensual Liens decree or Liens securing order shall have been discharged within 45 days of the payment of Indebtedness for money borrowed entry thereof or guaranteed, other than execution thereof has been stayed pending appeal; (i) Liens created by pursuant to the Loan DocumentsPledge Agreements; and (j) Liens existing, or provided for under arrangements existing, as of the date hereof as described on Schedule 7.3(j).

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for Liens created under its applicable primary first mortgage bond indenture or equivalent instrument set forth on Schedule 7.03, as in effect on the Closing Date, and except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may beBorrower, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, which business that are not overdue for a period of more than 45 90 days or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, would do not cause 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 Borrower or any of its Significant Subsidiaries; (f) Liens in existence on the date hereof, securing any Indebtedness outstanding on the date hereof and extensions, renewals or replacements thereof; provided that no such Lien is spread to cover any additional property after the Closing Date (other than pursuant to any Borrower Senior Secured Indebtedness) and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness, in an aggregate principal amount not to exceed $250,000,000 at any one time outstanding, incurred to finance the acquisition or construction of fixed or capital assets (including Capital Lease Obligations) and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Liens shall be created substantially simultaneously with or within 120 days after such acquisition or completion of such construction of such fixed or capital assets and (ii) such Liens do not at any time encumber any property other than the property financed by such indebtedness; (h) any interest or title of a Material Adverse Effect. Notwithstanding lessor under any lease entered into in the foregoingordinary course of business and covering only the assets so leased; (i) Liens existing upon any property acquired by the Borrower in the ordinary course of business; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, the LCG License Subsidiary (ii) such Lien shall not be permittedapply to any other property or assets and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition and extensions, under any circumstancesrenewals and replacements thereof that do not increase the outstanding principal amount thereof; (j) Liens arising in connection with sales or transfers of, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed financings secured by, accounts receivable or guaranteed, other than related contracts; (k) Liens created by or resulting from litigation or legal proceedings that are currently being contested in good faith by appropriate proceedings and do not involve amounts that in the aggregate would exceed $50,000,000; (l) Liens incidental to the normal conduct of the business of the Borrower or any Subsidiary of the Borrower or the ownership of its property that are not incurred in connection with the incurrence of Indebtedness and that do not in the aggregate materially impair the use of such property in the operation of the business of the Borrower and its Subsidiaries taken as a whole or the value of such property for the purposes of such business; and (m) Liens created under any Loan DocumentsDocument.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any Liens, if any, securing the obligations of the other Loan DocumentsCompany under this Agreement and the Notes; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (ec) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fd) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (ge) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Company or such Subsidiary; (g) Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property or any material improvements to the property listed on Schedule V after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (h) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the original purchase price of such property; (i) Liens on the property or assets of a Material Adverse Effect. Notwithstanding corporation which becomes a Subsidiary after the foregoingdate hereof, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets after the time such corporation becomes a Subsidiary and (iii) the amount of Indebtedness secured thereby, if any, is not increased; (j) Liens on the Headquarters, Riverview Square, the LCG License Subsidiary shall Waterside Garage, the Green Bay Facility, the Clocktower Building and the Waterside Building; or (k) Liens not be permitted, otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any circumstances, to incur any consensual Liens or Liens securing time 10% of Consolidated Net Tangible Assets as at the payment end of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsimmediately preceding fiscal quarter of the Company.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:other than the following (“Permitted Liens”): (a) Liens created hereunder or under any Lien existing on property of the other Loan DocumentsBorrower or any Subsidiary on the Closing Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and any renewals or extensions thereof, provided that the property covered thereby is not increased and, in the case of any Liens on property of any Subsidiary whose Indebtedness is secured thereby, any renewal or extension of the obligations secured or benefited thereby, if applicable, is permitted by Section 7.05; (b) Liens existing on any Property at the time of its acquisition and not Lien created in anticipation of such acquisitionunder any Loan Document; (c) Liens arising pursuant to any order of attachmentfor taxes, distraint or similar legal process arising in connection with court proceedings so long as the execution fees, assessments or other enforcement governmental charges which-are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is effectively stayed and claims secured thereby are being contested in good faith permitted by appropriate proceedingsSection 6.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens for taxes arising in the ordinary course of business which are not yet due delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on which proceedings have the books effect of preventing the forfeiture or sale of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPproperty subject thereto; (e) Liens created (other than any Lien imposed by operation ERISA) consisting of law not securing the payment of Indebtedness for money borrowed pledges or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising deposits required in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits business in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gf) deposits to secure Liens on the property of the Borrower or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, performance bonds and (iii) other non-delinquent obligations of a like nature nature; in each case, incurred in the ordinary course of business; and, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (hg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount, and which do not in any case materially detract from the foregoingvalue of the property subject thereto or interfere with the ordinary conduct of the businesses of the Borrower and its Subsidiaries; (h) Liens on assets of companies which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the LCG License time the respective companies became Subsidiaries and were not created in anticipation thereof, and any renewals or extensions thereof, provided that the property covered thereby is not increased and, in the case of any Liens on property of any Subsidiary whose Indebtedness is secured thereby, any renewal or extension of the obligations secured or benefited thereby, if applicable, is permitted by Section 7.05; (i) purchase money security interests on any property acquired or held by the Borrower or any Subsidiary in the ordinary course of business, securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such property, and (iv) the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not be permitted, under at any circumstances, to incur any consensual Liens or time exceed $75,000,000; (j) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (k) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the payment Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by either of the Borrower or any Subsidiary to provide collateral to the depository institution; (l) other Liens on property, provided that the sum of the aggregate Indebtedness secured by such Liens (exclusive of Indebtedness secured by Liens permitted by clauses (a) through (k), (m) and (n) hereof) shall not exceed an amount equal to 5% of Consolidated Tangible Net Worth as shown on the Borrower’s consolidated balance sheet for money borrowed or guaranteedits most recent prior fiscal quarter; (m) Liens on accounts receivable and related property of any Subsidiary of the Borrower and/or on any such related property of the Borrower, other than in each case subject to a Permitted Receivables Facility and created in connection with such Permitted Receivables Facility; (n) Liens created on property existing at the time of acquisition thereof by the Loan DocumentsBorrower or any Subsidiary; provided, such Liens were in existence prior to such acquisition and were not created in contemplation of such acquisition; and (o) Liens securing reimbursement obligations with respect to letters of credit arising by operation of law under Section 5-118(a) of the Uniform Commercial Code.

Limitation on Liens. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit ------------------- any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for:other than the following (“Permitted Liens”): (a) Liens created hereunder any Lien existing on the Property of any Credit Party or any Subsidiary of any Credit Party on the Closing Date and set forth in Schedule 5.1 securing Indebtedness outstanding on such date permitted by subsection 5.5(c), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under any Section 5.5, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the other Loan Documentsobligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 5.5; (b) Liens existing on any Property at the time of its acquisition and not Lien created in anticipation of such acquisitionunder any Loan Document; (c) Liens arising pursuant to any order of attachmentfor taxes, distraint or similar legal process arising in connection with court proceedings so long as the execution fees, assessments or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; governmental charges (di) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, which are not overdue for a period of more than 45 thirty (30) days or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business securing obligations which are not delinquent for more than ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings; (f) pledges proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or deposits sale of the Property subject thereto and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in connection accordance with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance GAAP or self-insurance arrangements; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred equivalent accounting principles in the ordinary course of business; and (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documents.relevant local jurisdiction;

Limitation on Liens. The Borrower Such Credit Party shall not, and shall not suffer or permit ------------------- any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, assets or revenues, whether now owned or hereafter acquired, except for:other than the following ("Permitted Encumbrances"): (a) Liens created hereunder in favor of Agent or under any of Bank securing the other Loan DocumentsObligations; (b) Liens listed in Schedule 7.1 and existing on any Property at the time date of its acquisition and not created in anticipation of such acquisitionthis Agreement; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution for taxes or other enforcement thereof is effectively stayed and claims secured thereby are governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedingsfaith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP; (d) Liens of carriers, warehousemen, mechanics, materialmen, vendors, and landlords and other similar Liens imposed by law incurred in the ordinary course of business for taxes sums not yet due overdue or which are being contested in good faith by appropriate proceedingsfaith, provided that adequate reserves with respect thereto -------- are maintained on for the books of the Borrower or its Subsidiaries, as the case may be, payment thereof have been established in conformity accordance with GAAP; (e) Liens created by operation Deposits under workers' compensation, unemployment insurance and social security laws or to secure the performance of law not securing bids, tenders, contracts (other than for the payment repayment of Indebtedness for money borrowed money) or guaranteedleases, including carriers'or to secure statutory obligations of surety or appeal bonds or to secure indemnity, warehousemen's, mechanics', materialmen's, repairmen's performance or other like Liens arising similar bonds in the ordinary course of business, which are provided all such Liens in the aggregate would not overdue for (even if enforced) cause a period of more than 45 days or which are being contested in good faith by appropriate proceedingsMaterial Adverse Effect; (f) pledges or deposits in connection with workers' compensationZoning restrictions, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (h) easements, rights-of-way, restrictions title irregularities and other similar encumbrances encumbrances, which alone or in the aggregate are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of Borrower or any of its Subsidiaries; (g) Liens on property or assets of any corporation which becomes a Subsidiary of the Borrower or which are acquired by a Subsidiary or the Borrower after the date of this Agreement, provided that (i) such Liens exist at the time the stock of such corporation or property is acquired and (ii) such Liens were not created in anticipation of such acquisition and provided further that all such Liens in the aggregate at any time outstanding, together with Liens permitted under Section 7.1(h) below, do not exceed $500,000, computed on a cumulative consolidated basis for the Borrower and the Subsidiaries; (h) Liens securing Indebtedness which constitutes Permitted Capital Expenditures provided that, in each case, such Lien (i) attaches solely to the property financed by such Permitted Capital Expenditures and (ii) the principal amount of such Indebtedness secured thereby does not exceed 100% of the cost of such property; (i) Liens on the property or assets of any Subsidiary of the Borrower in favor of the Borrower or any other Subsidiary of the Borrower, provided that such Subsidiary is a party to this Agreement, the Security Agreement and the Guaranty; (j) Liens incurred in connection with the ordinary course extension, renewal or refinancing of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created secured by the Loan DocumentsLiens described in clause (b) or (h) above, provided that any extension, renewal or replacement (i) is limited to the property covered by the existing Lien and (ii) secures Indebtedness which is no greater in amount and has material terms no less favorable to the Banks than the Indebtedness secured by the existing Lien; (k) Banker's Liens, rights of setoff or similar rights as to deposit accounts; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by such Credit Party in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by such Credit Party to provide collateral to the depository institution; and (l) Rights of (i) vendors or lessors under conditional sale agreements or other title retention agreements, provided that (A) any such right covers only the equipment so acquired and (B) the Indebtedness secured thereby is permitted under Section 7.6 hereof, (ii) lessors under Operating Leases permitted by the Agent under Section 7.8(b) hereof and (iii) Permitted Capital Leases.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for Liens created under its applicable primary first mortgage bond indenture or equivalent instrument set forth on Schedule 7.03, as in effect on the Closing Date, and except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may besuch Borrower, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, which business that are not overdue for a period of more than 45 90 days or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, would do not cause in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of such Borrower or any of its Significant Subsidiaries; (f) Liens in existence on the date hereof, securing any Indebtedness outstanding on the date hereof and extensions, renewals or replacements thereof; provided that no such Lien is spread to cover any additional property after the Closing Date (other than pursuant to any Borrower Senior Secured Indebtedness) and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness, in an aggregate principal amount not to exceed $250,000,000 (in the case of Avangrid), $50,000,000 (in the case of NYSEG, RGE, CMP and UI) or $25,000,000 (in the case of CNG, SCG and BGC) at any one time outstanding, incurred to finance the acquisition or construction of fixed or capital assets (including Capital Lease Obligations) and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Liens shall be created substantially simultaneously with or within 120 days after such acquisition or completion of such construction of such fixed or capital assets and (ii) such Liens do not at any time encumber any property other than the property financed by such indebtedness; (h) any interest or title of a Material Adverse Effect. Notwithstanding lessor under any lease entered into in the foregoingordinary course of business and covering only the assets so leased; (i) Liens existing upon any property acquired by such Borrower in the ordinary course of business; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, the LCG License Subsidiary (ii) such Lien shall not be permittedapply to any other property or assets and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition and extensions, under any circumstancesrenewals and replacements thereof that do not increase the outstanding principal amount thereof; (j) Liens arising in connection with sales or transfers of, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed financings secured by, accounts receivable or guaranteed, other than related contracts; (k) Liens created by or resulting from litigation or legal proceedings that are currently being contested in good faith by appropriate proceedings and do not involve amounts that in the aggregate would exceed $50,000,000; (l) Liens incidental to the normal conduct of the business of any Borrower or any Subsidiary of such Borrower or the ownership of its property that are not incurred in connection with the incurrence of Indebtedness and that do not in the aggregate materially impair the use of such property in the operation of the business of such Borrower and its Subsidiaries taken as a whole or the value of such property for the purposes of such business; and (m) Liens created under any Loan DocumentsDocument.

Limitation on Liens. The Borrower Nothing in this Indenture or in the Debt Securities or Coupons, if any, shall not, in any way restrict or prevent the Company or any Subsidiary from incurring any indebtedness; provided that the Company covenants and shall not permit ------------------- agrees that neither it nor any of its Subsidiaries to, create, incurRestricted Domestic Subsidiary will issue, assume or suffer to exist guarantee any Lien notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter in this Article Twelve called “Debt”) secured by mortgage, lien, pledge or other encumbrance upon any Restricted Property without effectively providing that the Debt Securities of its propertyall series (excluding any series of Debt Securities with respect to which the property securing such Debt is not Restricted Property, assets but including, if the Company so determines, any other indebtedness or revenuesobligation then existing and any other indebtedness or obligation, whether now owned thereafter created, ranking equally with the Debt Securities of all series) shall be secured equally and ratably with (or hereafter acquiredprior to) such Debt so long as such Debt shall be so secured, except forthat the foregoing provisions shall not apply to: (a) Liens created hereunder mortgages, liens, pledges or under any of other encumbrances (hereinafter in this Article Twelve called “Mortgages”) in existence on the other Loan Documentsdate hereof; (b) Liens existing Mortgages on property to secure all or part of the cost of exploration, drilling or development thereof or all or part of the cost of altering or repairing equipment used in connection therewith or (in case of property which is, in the opinion of the Board of Directors, substantially unimproved for the use intended by the Company) all or part of the cost of improvement thereof, or to secure Debt incurred to provide funds for any Property at the time of its acquisition and not created in anticipation of such acquisitionpurpose; (c) Liens arising pursuant Mortgages which secure only indebtedness owing by a Subsidiary to any order of attachmentthe Company, distraint to one or similar legal process arising in connection with court proceedings so long as more Subsidiaries or to the execution Company and one or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedingsmore Subsidiaries; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained Mortgages on the books property of any corporation existing at the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPtime such corporation becomes a Subsidiary; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's Mortgages on any property to secure Debt or other like Liens arising indebtedness incurred in connection with the construction, installation or financing of pollution control or abatement facilities, other forms of industrial revenue bond financing or Debt issued or guaranteed by the United States, any State or any department, agency or instrumentality of either; or (f) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Mortgage referred to in the ordinary course foregoing clauses (a) through (e) or of any Debt secured thereby, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Mortgage shall be limited to all or part of substantially the same property which secured the Mortgage extended, renewed or replaced (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 12.06, the Company and any one or more Restricted Domestic Subsidiaries may, without securing any Debt Securities, issue assume or guarantee Debt secured by Mortgages which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Restricted Domestic Subsidiaries which would otherwise be subject to the foregoing restrictions (not including Debt permitted to the secured under clauses (a) through (f)) and the aggregate Value of the Sale and Lease-Back Transactions in existence at such time (not including Sale and Lease-Back Transactions described in Section 12.07(a) or as to which the Company has complied with Section 12.07(b)) does not at the time of issuance, assumption, or guarantee thereof exceed 5% of the Stockholders’ Equity in the Company and its consolidated subsidiary companies as shown in the audited consolidated balance sheet contained in the latest annual report to shareholders of the Company. For this purpose “Stockholders’ Equity” shall mean the aggregate of (however designated) capital, capital stock, capital surplus, capital in excess of par value of stock, earned surplus and net income retained for use in the business, which are after deducting the costs of the shares of stock of the Company held in its treasury. The following types of transactions, among others, shall not overdue be deemed to create Debt secured by Mortgages: (1) The sale or other transfer of crude oil, natural gas or other petroleum hydrocarbons in place for a period of more than 45 days time until, or which are being contested in good faith by appropriate proceedings; an amount such that, the transferee will realize therefrom a specified amount (fhowever determined) pledges of money or deposits such crude oil, natural gas or other petroleum hydrocarbons, or the sale or other transfer of any other interest in connection with workers' compensationproperty of the character commonly referred to as a production payment or as an overriding royalty, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (h2) easementsMortgages required by any contract or statute in order to permit the Company or a Subsidiary to perform any contract or subcontract made by it with or at the request of the United States, rights-of-wayand State or any department, restrictions and agency or instrumentality of either, or to secure partial, progress, advance or any other similar encumbrances incurred in payments to the ordinary course of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Company or any Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan DocumentsUnited States, any State or any department, agency or instrumentality of either pursuant to the provisions of any contract or statute.

Limitation on Liens. The Borrower Company shall not, and shall not permit ------------------- any of its Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, property or assets or revenues, whether now owned or hereafter acquired(including assets acquired after the Initial Issuance Date and Capital Stock of any Restricted Subsidiary of the Company), except for: for (ai) Liens created hereunder or under any securing Indebtedness of the other Loan Documents; Company that ranks pari passu in right of payment to the Notes, if the Notes are secured equally and ratably with such Indebtedness; (bii) scheduled Liens existing outstanding on any Property at the time of its acquisition and not created in anticipation of such acquisition; Initial Issuance Date; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (diii) Liens for taxes not yet due delinquent or which are being contested in good faith by appropriate proceedings; provided, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Restricted Subsidiaries, as the case may be, in conformity with GAAP; IAS; (eiv) statutory Liens created by operation of law not securing the payment landlords and Liens of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's repairmen or other like Liens arising in the ordinary course of business, which are business and not overdue discharged for a period of not more than 45 90 days after notice thereof or which are being contested in good faith by appropriate proceedings; ; (fv) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; legislation; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (hvi) easements, rights-of-way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Restricted Subsidiary; (vii) any attachment or judgment Lien, unless the LCG License Subsidiary judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not be permitted, under have been discharged within 60 days after the expiration of any circumstances, to incur any consensual Liens or such stay; (viii) Liens securing Acquired Indebtedness, provided that such Liens attach solely to the payment assets of the acquired entity and do not extend to or cover any other assets of the Company or any of its Restricted Subsidiaries; (ix) Liens to secure all or any part of the purchase price of property acquired or constructed (including construction of improvements or additions to improvements on existing property), or to secure debt incurred solely to finance the acquisition or construction (including construction of improvements or additions to improvements on existing property) of such property ("PURCHASE MONEY LIENS"), by the Company or any of its Restricted Subsidiaries, provided that such Purchase Money Liens (A) attach solely to the property which is the subject of the transaction giving rise to such obligation and does not extend to or cover any other property and (B) attach within 180 days of the date of the acquisition or completion of construction of such property; (x) pledges by the Company of receivables relating to property which is the subject of a permitted Purchase Money Lien, in an aggregate amount not to exceed $50 million at any one time outstanding; (xi) any interest or title of a lessor pursuant to a lease constituting a 49 Capitalized Lease Obligation; (xii) Liens on any assets acquired by the Company or any of its Restricted Subsidiaries after the Initial Issuance Date, which Liens were in existence on or prior to the acquisition of such assets (to the extent that such Liens were not created in contemplation of such acquisition), provided that such Liens are limited to the asset so acquired and the proceeds thereof; (xiii) Liens securing Indebtedness for money borrowed owed to the Company by any of its Restricted Subsidiaries; (xiv) additional Liens ("ADDITIONAL LIENS") securing Indebtedness outstanding from time to time not greater than the difference between the amount of outstanding Indebtedness on the Initial Issuance Date secured by Liens under clause (ii) above ("EXISTING LIENS") and the amount of outstanding Indebtedness secured by Existing Liens at the time of the creation, incurrence or guaranteedassumption of the Additional Lien, provided that the Additional Lien shall not extend to assets other than Liens created those covered by Existing Liens, except as otherwise permitted hereunder; (xv) restrictions on the Loan Documentsdisposition of securities imposed by applicable law or by contract with respect to securities received in connection with any Qualifying Disposition or interests arising in connection with any joint venture agreement; and (xvi) any renewal of or substitution for any Lien permitted by any of the preceding clauses, provided that the Indebtedness secured is not increased nor the Lien extended to any additional assets. This Section 5.17 does not authorize the incurrence of any Indebtedness not otherwise permitted by Section 5.14.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder for taxes, assessments, governmental charges or under any of the other Loan Documents; levies (bbut excluding judgment Liens) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Hanover or its Subsidiariesany Subsidiary of Hanover, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlord’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-self insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) immaterial irregularities in title, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Hanover or any of its Subsidiaries; (f) leases or subleases granted to third Persons not interfering in any material respect with the business of Hanover or any of its Subsidiaries; (g) Liens arising from UCC financing statements regarding leases permitted by this Agreement or the Equipment Leases; (h) any interest or title of a Material Adverse Effect. Notwithstanding lessor or sublessor under any lease permitted by this Agreement or the foregoingEquipment Leases; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods so long as such Liens attach only to the imported goods; (j) Liens arising out of consignment or similar arrangements for the sale of goods entered into by Hanover or any of its Subsidiaries in the ordinary course of business; (k) Liens created pursuant to Financing Leases permitted pursuant to Section 8.2(d); (l) Liens in existence on the Closing Date listed on Schedule 8.3(l), securing Indebtedness permitted by subsection 8.2(c) including any Refinancing Indebtedness incurred in respect thereof, provided that no such Lien is spread to cover any additional property after the Closing Date; (m) Liens on (i) natural gas compressors and related equipment, and usual accessories and improvements and proceeds thereof, and (ii) oil and gas production equipment, in each case, the LCG License Subsidiary shall acquisition of which were financed with the proceeds of the Indebtedness permitted by subsection 8.2(d) and which secures only such Indebtedness, provided that any such Lien is placed upon such natural gas compressor or related equipment or such oil and gas production equipment at the time of the acquisition of such natural gas compressors or related equipment or such oil and gas production equipment by Hanover or any of its Subsidiaries and the Lien extends to no other property, and provided, further, that no such Lien is spread to cover any additional property after the date such Lien attaches and that the amount of Indebtedness secured thereby is not be permitted, increased; (n) Liens on the assets of Unqualified Subsidiaries of Hanover securing Indebtedness of such Unqualified Subsidiaries permitted under any circumstances, to incur any consensual Liens or subsection 8.2(f); (o) Liens securing Derivatives entered into by Hanover and its Subsidiaries with a lender under this Agreement or the payment Equipment Lease Transactions and which are permitted under Section 8.9; (p) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof securing Indebtedness permitted by subsection 8.2(g), provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets of such Person after the time such Person becomes a Subsidiary, and (iii) the amount of Indebtedness for money borrowed secured thereby is not increased; (q) Liens that arise in connection with the Equipment Lease Transactions; (r) Liens created pursuant to the Security Documents; (s) Liens securing Indebtedness of HCLP or guaranteedany other Subsidiary incurred pursuant to Section 8.2(r) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (t) Liens not otherwise permitted in clauses (a)-(s) above securing Indebtedness not exceeding $2,500,000 in the aggregate; (u) judgment Liens against Hanover or any of its Subsidiaries involving in the aggregate a liability (not paid or fully covered by insurance) of less than $5,000,000 in the aggregate; and (v) Liens on the property or assets of POC securing Indebtedness permitted by Section 8.2; provided that (i) such Liens existed at the time POC became a Subsidiary and were not created by in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets of POC after the Loan Documentstime POC becomes a Subsidiary, and (iii) the amount of Indebtedness, Guarantee Obligations and other obligations secured thereby is not increased.

Limitation on Liens. The Borrower Company shall not, and shall not permit ------------------- any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoing, value of the LCG License Subsidiary shall property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; (f) Liens in existence on the date of the first issuance by the Company of Securities issued pursuant to this Indenture; provided that no such Lien is spread to cover any additional property after such date and that the amount of Debt secured thereby is not be permitted, under any circumstances, to incur any consensual Liens or increased; (g) Liens securing Debt of the payment Company and its Subsidiaries incurred to finance the acquisition of Indebtedness for money borrowed fixed or guaranteedcapital assets; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt and (iii) the amount of Debt secured thereby is not increased; (h) Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereof; provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets or such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of Debt secured thereby is not increased; (i) Liens (not otherwise permitted hereunder) (i) which secure obligations not exceeding (as to the Company and all Subsidiaries) the greater of (X) $100,000,000 or (Y) 15% of Consolidated Net Worth, in each case in aggregate amount at any time outstanding or (ii) with respect to which the Company effectively provides that the Securities Outstanding hereunder are secured equally and ratably with (or, at the option of the Company, prior to) the Debt secured by the Loan Documentssuch Lien.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan DocumentsPermitted Liens; (b) Liens existing on securing Debt permitted by Section 8.1(c), provided that (i) such Liens are created upon fixed or capital assets acquired by the applicable Credit Party after the date of this Agreement (including without limitation by virtue of a loan or a Capitalized Lease), (ii) any Property such Lien is created solely for the purpose of securing indebtedness representing or incurred to finance the cost of the acquisition of the item of property subject thereto, (iii) the principal amount of the Debt secured by any such Lien shall at no time exceed 100% of the time sum of its acquisition the purchase price or cost of the applicable property, equipment or improvements and the related costs and charges imposed by the vendors thereof and (iv) the Lien does not cover any property other than the fixed or capital asset acquired; provided, however, that no such Lien shall be created in anticipation over any owned real property of any Credit Party for which the Agent has received a Mortgage or for which such acquisitionCredit Party is required to execute a Mortgage pursuant to the terms of this Agreement; (c) Liens arising created pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedingsLoan Documents; (d) Liens for taxes not yet due arising from precautionary uniform commercial code financing statements or which are being contested in good faith by appropriate proceedings, provided that adequate reserves similar filings under applicable laws filed under any lease or with respect thereto -------- are maintained on to a pending transaction which is not prohibited by the books terms of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPthis Agreement; (e) Liens created licenses (including licenses of intellectual property), sublicenses, leases or subleases granted by operation the Borrower or any Subsidiary to third parties not interfering with the business of law not securing the payment Borrower or any of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like its Subsidiaries in any material respect; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (g) Liens solely on xxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement with respect to secure the performance of bids, trade contracts a Permitted Acquisition; (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds h) Liens that are contractual rights or set-off relating to purchase orders and other obligations agreements entered into with customers of a like nature incurred the Borrower or any of its Subsidiaries in the ordinary course of business; and; (hi) easementsLiens consisting of security deposits in connection with leases, rights-of-waysubleases, restrictions sublicenses, use and other occupancy agreements, utility services and similar encumbrances incurred transactions entered into by any Credit Party in the ordinary course of business; (j) continuations of Liens that are permitted under subsections (a)-(p) hereof, which, provided such continuations do not violate the specific time periods set forth in the aggregate, would subsections (b) and (d) and provided further that such Liens do not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under extend to any circumstances, to incur additional property or assets of any consensual Liens Credit Party or secure any additional obligations of any Credit Party; (k) Liens securing the payment GMP Vision Solutions Subordinated Debt and the Xxxxx/Xxxxx Subordinated Debt and the obligations owing to the UC Subordinated Creditor as described in the UC Subordination Agreement; and (l) other Liens, existing on the Effective Date, set forth on Schedule 8.2 and renewals, refinancings and extensions thereof on substantially the same or better terms as in effect on the Effective Date and otherwise in compliance with this Agreement. Regardless of Indebtedness the provisions of this Section 8.2, no Lien over the Equity Interests of any Subsidiary of the Borrower (except for money borrowed or guaranteed, other than those Liens created by for the Loan Documentsbenefit of the Agent and the Lenders) shall be permitted under the terms of this Agreement.

Limitation on Liens. The Borrower shall notNo Credit Party shall, and no Credit Party shall not suffer or permit ------------------- any of its Subsidiaries to, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for:other than the following (“Permitted Liens”): (a) Liens created hereunder any Lien existing on the Property of a Credit Party or under a Subsidiary of a Credit Party on the Closing Date and set forth in Schedule 5.1 and any of modification, replacement, renewal or extension thereof; provided that (i) such Lien does not extend to any additional property other than after-acquired property that is affixed to or incorporated into the other Loan Documentsproperty covered by such Lien and (ii) the amount secured or benefited thereby is not increased; (b) Liens existing on any Property at Lien created under any Loan Document or otherwise in favor of the time Agent or any Lender and securing any of its acquisition and not created in anticipation of such acquisitionthe Obligations (including obligations under Secured Rate Contracts); (c) Liens arising pursuant for Taxes, fees, assessments or other governmental charges or levies (i) which are not delinquent (after giving effect to any order of attachment, distraint applicable grace period) or similar legal process arising in connection with court proceedings so long as the execution remain payable without penalty or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (dii) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that proceedings and for which adequate reserves if required in accordance with GAAP are being maintained; (i) Liens in respect of Property of any Credit Party or any Subsidiary of a Credit Party imposed by Requirements of Law or contract (other than Liens set forth in clause (c) above), which were incurred in the ordinary course of business and do not secure Indebtedness, and (ii) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, laborer’s or supplier’s Liens or other similar Liens securing obligations and liabilities with respect thereto -------- are maintained on to which the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPfailure to make payment would not reasonably be expected to have a Material Adverse Effect; (e) Liens, other than Liens created imposed by operation ERISA, consisting of law not securing the payment of Indebtedness for money borrowed pledges or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising deposits required in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits business in connection with workers' ’ compensation, unemployment employment insurance and other social security legislation or to secure the performance of or obligations with respect to tenders, statutory obligations, surety (other than as set forth in clause (f) below), stay, customs and deposits securing appeals bonds, bids, leases, governmental contract, public or private utilities, trade contracts, performance and return of money bonds, completion guarantees and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers carriers; (f) Liens consisting of judgment or judicial attachment liens (other than for payment of Taxes, assessments or other governmental charges) that do not result in an Event of Default under insurance Section 7.1(h) or self-insurance arrangementssecuring appeal or other surety bonds relating to such a judgment; (g) survey exceptions and title exceptions (including, without limitation, any title exceptions listed on a title policy), easements, servitudes, covenants, licenses, encroachments, protrusions, rights of way, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances and Liens securing obligations under operating reciprocal easement or similar agreements with respect to Real Estate which do not, in any case, interfere in any material respect with the ordinary conduct of the businesses of the applicable Credit Party or Subsidiary; (h) Liens on any Property acquired or held by any Credit Party or any Subsidiary of a Credit Party securing Indebtedness (and Permitted Refinancings of such Indebtedness) incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring, repairing, improving, installing or designing such Property and permitted under Section 5.5(d) or Section 5.5(v); provided that (i) any such Lien attaches to such Property concurrently with or within 90 days after such incurrence or assumption, (ii) such Lien attaches solely to the Property so acquired, repaired, improved, subject to installation or designed and the proceeds thereof, and (iii) the principal amount of the debt secured thereby (excluding any increase in principal as a result of interest paid in kind and capitalized interest) does not exceed 100% of the cost of such Property; provided that, in each case, individual financings provided by one such lender or lessor (other than lessors of real property) may be cross-collateralized to other outstanding financings provided by such purchase money lender or lessor (or their respective affiliates); (i) Liens securing Capital Lease Obligations permitted under Section 5.5(d) or Section 5.5(v); (j) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease, sublease, license or sublicense permitted by this Agreement (other than Capital Lease Obligations) and all encumbrances and Liens on the title of any lessor or sublessor thereof; (k) Liens arising from the filing of precautionary UCC financing statements with respect to any lease, license, sublease or sublicense permitted by this Agreement or any consignment of goods; (l) non-exclusive licenses and sublicenses (or grant of any other right with respect to Intellectual Property) granted by a Credit Party or any Subsidiary of a Credit Party and leases or subleases (by a Credit Party or any Subsidiary of a Credit Party as lessor or sublessor) to third parties that, in the reasonable business judgment of a Credit Party or any Subsidiary of a Credit Party, is not materially interfering with the business of the Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law; (n) Liens (including the right of set-off) in favor of a bank or other depository institution (i) arising as a matter of law or pursuant to customary deposit account agreements and other similar agreements, in each case, encumbering deposits, (ii) on cash deposits to secure ACH/EDI transactions in the performance ordinary course of bids, trade contracts business and (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other iii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations of a like nature incurred in the ordinary course of business; and; (ho) easementsLiens arising out of consignment, rights-of-wayconditional sale or similar arrangements for the sale of goods entered into in the ordinary course of business; (p) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods; (q) [reserved]; (r) Liens consisting of an agreement to dispose of any property in a disposition permitted by Section 5.2, restrictions solely to the extent such permitted disposition would have been permitted on the date of the creation of such Lien; (s) [reserved]; (t) ground leases in respect of real property on which facilities owned or leased by any Credit Party or any Subsidiary of a Credit Party are located; (u) Liens on insurance proceeds and other similar encumbrances the unearned portion of insurance premiums incurred in the ordinary course of business, which, business in connection with the financing of insurance premiums; (v) [reserved]; (w) [reserved]; (x) Liens consisting of xxxxxxx money deposits of cash or Cash Equivalents made by any Credit Party or any Subsidiary of a Credit Party in connection with any letter of intent or purchase agreement with respect to an Acquisition or other Investment or other transition permitted hereunder; (y) Liens consisting of customary security deposits under operating leases entered into by the Borrower or a Subsidiary of the Borrower in the aggregateordinary course of business; (z) Liens on property of a Person existing at the time such Person is acquired in an Acquisition or other Investment permitted hereunder or merged with or into or consolidated or amalgamated with the Borrower or any of its Subsidiaries (and not created in anticipation or contemplation thereof) in a transaction permitted under this Agreement, would and any modification, replacement, renewal or extension thereof; provided that such Liens do not cause extend to property not subject to such Liens at the time of such Acquisition, Investment, merger, consolidated or amalgamation (other than improvements thereon); (aa) Liens on, or rights of setoff against, credit balances (or other amounts owing by such credit or debit card issuers or credit or debit card processors to any) of the Credit Parties or any of their Subsidiaries in favor of credit or debit card issuers or credit or debit card processors in the ordinary course of business to secure the obligations of the Credit Parties or any of their Subsidiaries to such credit or debit card issuers and credit or debit card processors as a Material Adverse Effect. Notwithstanding result of fees or chargebacks; (bb) [reserved]; (cc) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers in the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or ordinary course of business; (dd) [reserved]; (ee) Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $2,000,000 at any time outstanding; (ff) Liens securing Indebtedness permitted by Section 5.5(t) so long as the payment relevant primary Indebtedness is also secured by Liens otherwise constituting Permitted Liens; and (gg) Liens on the Collateral securing Indebtedness incurred pursuant to Section 5.5(ff); provided that such Liens are at all times subject to a customary intercreditor agreement reasonably satisfactory to the Agent providing for the subordination of Indebtedness for money borrowed or guaranteed, other than such Liens created by to the Loan DocumentsLiens on the Collateral securing the Obligations.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided PROVIDED that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) zoning restrictions, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Borrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 7.3(f) to the Disclosure Letter, securing Indebtedness permitted by Section 7.2(e), PROVIDED that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition of fixed or capital assets, PROVIDED that (i) such Liens shall be created within 90 days of the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, lessor under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created lease entered into by the Loan Documents.Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder for taxes, assessments and governmental charges or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes levies not yet due or which are being contested in good faith by appropriate proceedings, provided PROVIDED that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteedlandlords', including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 20 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or such Subsidiary; (f) Liens in existence on the date hereof listed on Schedule 7.3, securing Indebtedness permitted by subsection 7.2(d), PROVIDED that such Liens are not to be renewed, extended, amended or refinanced and PROVIDED FURTHER that no such Lien is spread to cover any additional property after the LCG License Subsidiary shall Closing Date and that the amount of Indebtedness secured thereby is not be permitted, under any circumstances, to incur any consensual Liens or increased; (g) Liens securing Indebtedness of the payment Borrower and its Subsidiaries permitted by subsection 7.2(c) incurred to finance the acquisition of fixed or capital assets, PROVIDED that (i) such Liens shall be created in the ordinary course of business and substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness for money borrowed secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property at the time it was acquired; and (h) Liens on the property or guaranteed, other than Liens created assets of a Person which becomes a Subsidiary after the date of this Agreement or on property or assets acquired by the Loan DocumentsBorrower or any Subsidiary after the date of this Agreement, in each case securing Indebtedness permitted by subsection 7.2(c) or (e), PROVIDED that (i) such Liens exist at the time such Person becomes a Subsidiary or such property or assets are acquired, as the case may be, and are not created in anticipation thereof and (ii) any such Lien is not extended to cover any property or assets of such Person or any other property or assets of the Borrower or such Subsidiary, as the case may be, after the time such Person becomes a Subsidiary or such property or assets are acquired, as the case may be; (i) Liens arising from judgments in amounts less than $5,000,000 in circumstances not constituting a Default or Event of Default; (j) attachments, judgments, or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed by being contested in good faith by appropriate proceedings; (k) Liens on goods (and the documents of title related thereto) the purchase price of which is financed by a Letter of Credit issued for the account of the Borrower or its Subsidiaries, PROVIDED that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such Letter of Credit; and (l) any other security interests granted to the Administrative Agent to secure the obligations and liabilities of the Borrower hereunder.

Limitation on Liens. The Borrower Company shall not, and shall not permit ------------------- any of its Subsidiaries todirectly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any of the capital stock of MCI Telecom, nor shall it permit MCI Telecom to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, assets property or revenuesassets, whether now owned or hereafter acquired, except for: (a) Liens created hereunder any Lien existing on the property of MCI Telecom on the date of this Agreement and set forth in Schedule V securing Indebtedness outstanding on such date (or under any the refinancing or refunding of the other Loan Documentssuch Indebtedness); (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachmentfor taxes, distraint or similar legal process arising in connection with court proceedings so long as the execution assessments or other enforcement thereof governmental charges which are not delinquent or remain payable without material penalty, or the validity of which is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; proceedings (dto the extent that it would be appropriate to contest the levy or imposition of such tax as an alternative to payment) Liens upon stay of execution or the enforcement thereof and for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, other appropriate provision has been made in conformity accordance with GAAP; (ec) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like similar Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 days material or, if material, are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings; (fd) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (ge) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount, and do not materially detract from the foregoingoverall value to MCI Telecom of all property and assets of MCI Telecom subject to such Liens or interfere with the ordinary conduct of the business of MCI Telecom; (g) Liens on assets acquired by MCI Telecom either directly or through the acquisition of the owner of such assets after the date of this Agreement, if such Liens shall have existed at the LCG License Subsidiary time such assets or the owner of such assets was acquired and shall not be permitted, under any circumstances, to incur any consensual Liens have been created in anticipation thereof by or Liens securing with the payment agreement of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documents.MCI Telecom;

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder for taxes, assessments or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes charges not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Parent Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, supplier’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which are being contested in good faith by appropriate proceedingsproceedings and Liens securing judgments to the extent not constituting an Event of Default pursuant to Section 8(h); (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Parent Borrower or any of its Subsidiaries; (f) Liens in existence on the Closing Date listed on Schedule 7.3(f) (and any replacements or extensions thereof), securing Indebtedness permitted by Section 7.2(e), provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the Closing Date (by purchase, construction or otherwise) by the Parent Borrower or any of its Subsidiaries, each of which Liens either (i) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (ii) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the LCG License cost (including the cost of construction) of such Property and permitted by Section 7.2; provided that (A) no such Lien shall extend to or cover any Property of the Parent Borrower or such Subsidiary other than the Property so acquired or financed, and (B) the principal amount of Indebtedness secured by any such Lien shall not be permittedat no time exceed 80% of the fair market value (as determined in good faith by a Responsible Officer of the Parent Borrower) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any circumstanceslease entered into by the Parent Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) Liens arising from precautionary UCC financing statement filings regarding operating leases or consignment arrangements entered into by the Parent Borrower or its Subsidiaries in the ordinary course of business; (k) Liens in favor of banking institutions encumbering the deposits (including the right of setoff) held by such banking institutions in the ordinary course of business and which are within the general parameters customary in the banking industry; (l) Liens on the property or assets of a corporation which becomes a Subsidiary after the Closing Date securing Indebtedness permitted by Section 7.2, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to incur cover any consensual additional property or assets of such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased; (m) Liens or not otherwise permitted by this Section 7.3 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Parent Borrower and all Subsidiaries) $35,000,000 at any one time; (n) Liens securing Indebtedness permitted by Section 7.2(e) on the payment real property of Indebtedness the Parent Borrower or its Subsidiaries in Largo, Florida; (o) Liens on accounts receivable or related ancillary rights and assets sold, transferred, encumbered or otherwise disposed of, or purported to have been sold, transferred, encumbered or otherwise disposed of pursuant to a Receivables Transfer Program in accordance with Section 7.5(k); and (p) Liens in the nature of escrow arrangements for money borrowed or guaranteed, other than Liens created by deferred payments to be made in connection with a Permitted Business Acquisition to the Loan Documentsextent such payments constitute amounts permitted under Section 7.8(k) and the rights of any beneficiary thereunder.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, zoning restrictions, other restrictions and other similar encumbrances previously or hereafter incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or such Subsidiary; (f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by subsection 7.2(f), provided that no such Lien is expanded to cover any additional property (other than after-acquired title in or on such property and proceeds of the LCG License Subsidiary existing collateral in accordance with the instrument creating such Lien) after the Closing Date and that the amount of Indebtedness secured thereby is not increased and extensions, renewals or replacements thereof provided that no such extension, renewal or replacement shall not be permittedshorten the fixed maturity or increase the principal amount of the original Indebtedness; and provided, under any circumstancesfurther, to incur any consensual that the assets of the Borrower and its Subsidiaries encumbered by such Liens or are existing equipment and other existing tangible assets; (g) Liens securing Indebtedness of the payment Borrower and its Subsidiaries permitted by subsection 7.2(b) incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (other than after acquired title in or on such property and proceeds of the existing collateral in accordance with the instrument creating such Lien) and (iii) the principal amount of Indebtedness for money borrowed secured by any such Lien shall at no time exceed 100% of the original purchase price of such property at the time it was acquired; (h) Liens on the property or guaranteedassets of a corporation which becomes a Subsidiary after the date hereof securing Indebtedness permitted by subsection 7.2(c), provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not expanded to cover any property or assets of such corporation after the time such corporation becomes a Subsidiary (other than after acquired title in or on such property and proceeds of the existing collateral in accordance with the instrument creating such Lien), and (iii) the amount of Indebtedness secured thereby is not increased; (i) Liens (not otherwise permitted hereunder) which secure obligations not exceeding (as to the Borrower and all Subsidiaries) $50,000,000 in aggregate amount at any time outstanding; (j) Liens created pursuant to the Pledge Agreements; (k) Liens on the property of the Borrower or any of its Subsidiaries in favor of landlords securing licenses, subleases or leases entered into in the ordinary course of business; (l) licenses, leases or subleases permitted hereunder granted to other Persons not interfering in any material respect in the business of the Borrower or any of its Subsidiaries; (m) so long as no Default or Event of Default shall have occurred and be continuing under clause (f) of Section 8, attachment or judgment Liens in an aggregate amount outstanding at any one time not in excess of $7,500,000; (n) Liens arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements entered into by the Loan DocumentsBorrower, or any of its subsidiaries in the ordinary course of business; and (o) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the right of set-off) held by such banking institutions incurred in the ordinary course of business and which are within the general parameters customary in the banking industry.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions restrictions, encroachments (onto the Property or by improvements located on the Property, onto adjoining property or rights of way or onto easement areas) and other similar encumbrances and title defects incurred in the ordinary course of business that, 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 Borrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 6.3(f), securing Indebtedness permitted by Section 6.2(d), provided that no such Lien is spread to cover any additional Property after the Amendment/Restatement Effective Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 6.2(c) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) judgment liens which would not create any Event of Default; (k) licenses of Intellectual Property in the ordinary course of business, ; (l) liens on fixed assets existing at the time such fixed assets are acquired in connection with a Permitted Acquisition and not created in contemplation thereof; (m) deposits in an aggregate amount not to exceed $1,000,000 made in the ordinary course of business to secure liability insurance carriers; (n) Permitted Exceptions (as such term is defined in the Mortgages) which, in the aggregate, would could not cause reasonably be expected to have a Material Adverse Effect. Notwithstanding ; and (o) Liens not otherwise permitted by this Section 6.3, so long as neither (i) the foregoing, aggregate outstanding principal amount of the LCG License Subsidiary shall not be permitted, under obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $5,000,000 at any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsone time.

Limitation on Liens. The Borrower shall Company will not, and shall will not permit ------------------- any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer permit to exist (upon the happening of a contingency or otherwise), any Lien upon on or with respect to any property or asset (including, without limitation, any document or instrument in respect of its property, assets goods or revenuesaccounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, except foror any income or profits therefrom, or assign or otherwise convey any right to receive income or profits except: (a) Liens created hereunder for taxes, assessments or under any of the other Loan Documentsgovernmental charges which are not yet due and payable; (b) Liens existing on any Property at incidental to the time conduct of its acquisition business or the ownership of properties and not created in anticipation of such acquisition; assets (c) Liens arising pursuant to any order of attachmentincluding landlords', distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's's and other similar Liens) and Liens to secure the performance of bids, repairmen's tenders, leases, or other like Liens arising in the ordinary course of businesstrade contracts, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; to secure statutory obligations (f) pledges or deposits in connection with workers' including obligations under workers compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed moneylegislation), leases, statutory obligations, surety and or appeal bonds, performance bonds and or other obligations of a like nature Liens incurred in the ordinary course of business; andbusiness and not in connection with the borrowing of money; (hc) leases or subleases entered into by the Company or its Subsidiaries as either lessors or sublessors, easements, rights-of-way, restrictions and other similar charges or encumbrances incurred (including zoning restrictions), in each case incidental to the ownership of property or assets or the ordinary course conduct of businessthe business of the Company or any of its Subsidiaries, whichprovided that such Liens do not, in the aggregate, would detract from the value of such property in any material way; (d) Liens incidental to minor survey exceptions and similar Liens, provided that such Liens do not, in the aggregate, materially detract from the value of such property; (e) Liens on property or assets of Subsidiaries securing Indebtedness owing to the Company or to another Subsidiary; (f) Liens existing on the date of Closing which secure outstanding Indebtedness of the Company and its Subsidiaries; (g) any Lien existing on property of a Person immediately prior to its being consolidated with or merged into the Company or a Subsidiary or its becoming a Subsidiary, or any Lien existing on any property acquired by the Company or any Subsidiary at the time such property is so acquired (whether or not cause the Indebtedness secured thereby shall have been assumed; and (h) Liens pursuant to indebtedness created in connection with or incidental to a Material Adverse Effect. Notwithstanding merger, acquisition, purchase of assets or other business combinations. (i) any extensions, renewals or replacements of any Lien permitted by the foregoingpreceding subparagraphs of this Section 10.1, provided that (i) no additional property shall be encumbered by such Liens, (ii) the LCG License Subsidiary unpaid principal amount of the Indebtedness secured thereby shall not be permittedincreased prior to or on or after the date of any extension, under any circumstancesrenewal or replacement, (iii) the weighted average life to incur any consensual maturity of the Indebtedness secured by such Liens shall not be reduced, and (iv) at such time and immediately after giving effect thereto, no Default or Liens securing the payment Event of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan DocumentsDefault would exist.

Limitation on Liens. The Borrower will not pledge, mortgage, hypothecate, or permit any other Lien upon, any property or assets at any time owned by it, without making effective provision whereby the obligations of the Borrower to pay the principal of and interest on the Loans and all other amounts payable hereunder shall notbe equally and ratably secured with the obligations secured by such Lien and with any other obligations (collectively, the “Other Obligations”) similarly entitled by their terms to be equally and ratably secured; provided that this restriction shall not permit ------------------- any of its Subsidiaries to, create, incur, assume apply to or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except forprevent: (a) Liens created hereunder the mortgaging, pledging, or under establishing a Lien on, any property to secure Indebtedness of the other Loan DocumentsBorrower as part of the purchase price of such property, or the extension, renewal or refunding of any such mortgage, pledge or Lien, on substantially the same property theretofore subject thereto or on any part thereof; (b) the acquisition by the Borrower of any property subject to mortgages, pledges or Liens existing on any Property thereon at the time of its acquisition (whether or not the obligations secured thereby are assumed by the Borrower), and not created in anticipation the extension, renewal or refunding of any such acquisitionmortgage, pledge or Lien, on substantially the same property theretofore subject thereto or on any part thereof; (c) Liens arising pursuant to the pledging of its assets or security for the payment of any order of attachment, distraint or similar legal process arising in connection with court proceedings Tax demanded from the Borrower by any public body so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested Borrower in good faith is contesting its liability to pay the same, or such lien relates to any Tax that is not yet due and payable, or as security to be deposited with any State Insurance Department or similar public body in order to entitle the Borrower to maintain self insurance under, or participate under any State insurance fund provided for under any legislation designed to insure employees of the Borrower against injury or occupational diseases or for any other purpose at any time required by appropriate proceedingslaw or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license; (d) Liens for taxes not yet due or which are being contested in good faith the pledging by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower of up to 5% of its total assets (as defined under GAAP) for the purpose of securing a stay or its Subsidiaries, as discharge in the case may be, in conformity with GAAP;course of any legal proceeding to which the Borrower is a party; or (e) Liens created the transaction described in Section 5.04(d), provided that any Lien relating to the Permitted Receivables Financing referred to therein shall be subject to the limitations in such Section 5.04(d). but in no event shall the mortgage, pledge or Lien permitted by operation subdivisions (a) and (b) be in excess of law not securing 60% of the payment total purchase price of Indebtedness for money borrowed the property so acquired. In case the Borrower shall propose to pledge, mortgage or guaranteedhypothecate any assets or property at any time owned by it to secure any Other Obligations, including carriers'other than as permitted by the preceding paragraph of this Section 5.05, warehousemen'sit will prior thereto give notice thereof to the Administrative Agent, mechanics'and will prior to or simultaneously with such pledge, materialmen'smortgage or hypothecation, repairmen's by an agreement, indenture or other like Liens arising instrument to which the Administrative Agent is a party (or to the extent legally necessary, with a trustee), in form and substance reasonably satisfactory to the ordinary course Administrative Agent, effectively secure the obligations of businessthe Borrower to pay the principal of and interest on the Loans and all other amounts payable hereunder equally and ratably with such Other Obligations by pledge, which are not overdue for a period mortgage or hypothecation of more than 45 days such assets or which are being contested in good faith by property. Such agreement, indenture or other instrument shall contain such provisions as the Borrower and the Required Lenders shall deem advisable or appropriate proceedings; (f) pledges or deposits as the Required Lenders shall reasonably deem necessary in connection with workers' compensationsuch pledge, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance mortgage or self-insurance arrangements; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentshypothecation.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Included Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided PROVIDED that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Borrower or such Subsidiary; (f) Liens in existence on the Closing Date listed on Schedule VIII or described in the financial statements referred to in subsection 3.1 or in any notes thereto, securing Indebtedness permitted by subsection 6.2(b), PROVIDED that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower and its Subsidiaries permitted by subsection 6.2(a) incurred to finance the acquisition of fixed or capital assets, PROVIDED that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the purchase price of such property; (h) Liens on the property or assets of a Material Adverse Effect. Notwithstanding corporation which becomes a Subsidiary after the foregoingdate hereof securing Indebtedness permitted by subsection 6.2(c), PROVIDED that (i) such Liens existed at the LCG License time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets of such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased; (i) Liens (not otherwise permitted hereunder) which secure obligations in an aggregate amount at any one time outstanding not exceeding as to the Borrower and its Included Subsidiaries an amount equal to 5% of the Consolidated Net Worth, measured at the time of the creation, incurrence or assumption of any such Lien and based upon the Consolidated Net Worth as at the end of the most recently completed fiscal quarter of the Borrower for which financial statements have been furnished to the Administrative Agent pursuant to subsection 5.1; (j) Liens on "margin stock" within the meaning of Regulation U to the extent that margin stock would, but for this paragraph (j), represent more than 25% of the value of the assets subject to this subsection 6.3; (k) Liens on cash or cash equivalents to secure obligations of the Borrower and its Subsidiaries in respect of any interest rate and currency hedging agreements entered into in the ordinary course of business and not for speculative purposes, and Liens with respect to hedging accounts maintained with dealers of NYMEX or similar contracts which require the maintenance of cash margin account balances; and (l) Liens provided for or required to be granted by the Borrower or FTC under any Lease Financing Arrangement, which Liens shall not be permittedlimit or apply against the right of the Borrower and its Included Subsidiaries to create, under any circumstancesincur, assume or permit to incur any consensual exist Liens or Liens securing that comply with the payment provisions of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsparagraphs (a) through (k) of this subsection 6.3.

Limitation on Liens. The Borrower shall Duke Holdco will not, and shall not permit ------------------- while any of its Subsidiaries tothe Notes remains Outstanding, create, incur, assume create or suffer to exist be created or to exist, any Lien mortgage, lien, pledge, security interest or other encumbrance of any kind upon any property of its property, assets or revenuesDuke Holdco, whether now owned or hereafter acquired, except forto secure any indebtedness for borrowed money of Duke Holdco, unless it shall make effective provisions whereby the Notes then Outstanding shall be secured by such mortgage, lien, pledge, security interest or other encumbrance equally and ratably with any and all indebtedness for borrowed money thereby secured so long as any such indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent Duke Holdco from creating, or from suffering to be created or to exist, any mortgages, liens, pledges, security interests or other encumbrances, or any agreements, with respect to: (a1) Liens created hereunder purchase money mortgages, or under other purchase money liens, pledges, security interests or encumbrances of any kind upon property hereafter acquired by Duke Holdco, or mortgages, liens, pledges, security interests or other encumbrances of the other Loan Documents; (b) Liens any kind existing on any Property property at the time of the acquisition thereof (including mortgages, liens, pledges, security interests or other encumbrances which exist on any property of a Person which is consolidated with or merged with or into Duke Holdco or which transfers or leases all or substantially all of its acquisition properties to Duke Holdco), or conditional sales agreements or other title retention agreements and not created leases in anticipation the nature of title retention agreements with respect to any property hereafter acquired; provided, however, that no such acquisitionmortgage, lien, pledge, security interest or other encumbrance shall extend to or cover any other property of Duke Holdco; (c2) Liens arising pursuant mortgages, liens, pledges, security interests or other encumbrances of any kind upon any property of Duke Holdco existing as of the date of the Fifteenth Supplemental Indenture; liens for taxes or assessments or other governmental charges or levies; pledges or deposits to any order secure obligations under worker’s compensation laws, unemployment insurance and other social security legislation, including liens of attachment, distraint judgments thereunder which are not currently dischargeable; pledges or similar legal process arising deposits to secure performance in connection with court proceedings so long as bids, tenders, contracts (other than contracts for the execution payment of money) or leases to which Duke Holdco is a party; pledges or deposits to secure public or statutory obligations of Duke Holdco; builders’, materialmen’s, mechanics’, carriers’, warehousemen’s, workers’, repairmen’s, operators’, landlords’ or other enforcement thereof like liens in the ordinary course of business, or deposits to obtain the release of such liens; pledges or deposits to secure, or in lieu of, surety, stay, appeal, indemnity, customs, performance or return-of-money bonds; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any litigation or proceeding which at the time is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due ; liens incurred in connection with the issuance of bankers’ acceptances and lines of credit, bankers’ liens or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books rights of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising offset and any security given in the ordinary course of business, which are not overdue for a period business to banks or others to secure any indebtedness payable on demand or maturing within 12 months of more than 45 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits the date that such indebtedness is originally incurred; liens incurred in connection with workers' compensationrepurchase, unemployment insurance swap or other similar agreements (including, without limitation, commodity price, currency exchange and other social security legislation and deposits securing liability to insurance carriers under insurance interest rate protection agreements); leases made, or self-insurance arrangements; (g) deposits to secure the performance of bidsexisting on property acquired, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (h) liens securing industrial revenue or pollution control bonds; liens, pledges, security interests or other encumbrances on any property arising in connection with any defeasance, covenant defeasance or in-substance defeasance of indebtedness of Duke Holdco, including its guarantee obligations in respect of the Notes; liens created in connection with, and created to secure, a non-recourse obligation; zoning restrictions, easements, licenses, rights-of-way, restrictions and other similar encumbrances incurred on the use of property or minor irregularities in the ordinary course of businesstitle thereto, whichwhich do not, in the aggregateopinion of Duke Holdco, would not cause materially impair the use of such property in the operation of the business of Duke Holdco or the value of such property for the purpose of such business; (3) First and Refunding Mortgage Bonds of the Corporation issued or to be issued from time to time under the First and Refunding Mortgage dated as of December 1, 1927 from the Corporation to the trustee named therein, as supplemented and amended and as to be supplemented and amended; (4) indebtedness which may be issued by Duke Holdco in connection with a Material Adverse Effect. Notwithstanding consolidation or merger of Duke Holdco with or into any other Person (which may be an Affiliate of Duke Holdco) in exchange for or otherwise in substitution for secured indebtedness of such Persons (“Third Party Debt”) which by its terms (i) is secured by a mortgage on all or a portion of the foregoingproperty of such Person, (ii) prohibits secured indebtedness from being incurred by such Person, unless the LCG License Subsidiary Third Party Debt shall not be permittedsecured equally and ratably with such secured indebtedness or (iii) prohibits secured indebtedness from being incurred by such Person; (5) indebtedness of any Person which is required to be assumed by Duke Holdco in connection with a consolidation or merger of such Person, under with respect to which any circumstancesproperty of Duke Holdco is subjected to a mortgage, lien, pledge, security interest or other encumbrance; (6) mortgages, liens, pledges, security interests or other encumbrances of any kind upon any property acquired, constructed, developed, or improved by Duke Holdco (whether alone or in association with others) after the date of this Fifteenth Supplemental Indenture which are created prior to, at the time of, or within 18 months after such acquisition (or in the case of property constructed, developed or improved, after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to incur any consensual Liens secure or Liens securing provide for the payment of Indebtedness for money borrowed any part of the purchase price or guaranteedcost thereof; provided that in the case of such construction, development or improvement the mortgages, liens, pledges, security interests or other encumbrances shall not apply to any property theretofore owned by Duke Holdco other than Liens created theretofore unimproved real property; (7) Mortgages, liens, pledges, security interests or other encumbrances permitted to be incurred by Duke Energy and Cinergy and their respective subsidiaries pursuant to their respective debt instruments outstanding on the date hereof; (8) the replacement, extension or renewal (or successive replacements, extensions or renewals), as a whole or in part, of any mortgage, lien, pledge, security interest or other encumbrance, or of any agreement, referred to above in clauses (1) through (7) inclusive, or the replacement, extension or renewal (not exceeding the principal amount of indebtedness secured thereby together with any premium, interest, fee or expense payable in connection with any such replacement, extension or renewal) of the indebtedness secured thereby; provided that such replacement, extension or renewal is limited to all or a part of the same property that secured the mortgage, lien, pledge, security interest or other encumbrance replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or (9) any other mortgage, lien, pledge, security interest or other encumbrance not excepted by the Loan Documentsforegoing clauses (1) through (8); provided that immediately after the creation or assumption of such mortgage, lien, pledge, security interest or other encumbrance, the aggregate principal amount of indebtedness for borrowed money of Duke Holdco secured by all mortgages, liens, pledges, security interests and other encumbrances created or assumed under the provisions of this clause (9) shall not exceed an amount equal to 10% of common stockholders’ equity of Duke Holdco as shown on its consolidated balance sheet for the accounting period occurring immediately prior to the creation or assumption of such mortgage, lien, pledge, security interest or other encumbrance. This Section 103 shall be for the sole benefit of the Notes and not for the benefit of any future series of Securities Outstanding under the Indenture unless Duke Holdco agrees otherwise.

Limitation on Liens. The Borrower Company shall not, and shall not permit ------------------- any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoing, value of the LCG License Subsidiary shall property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; (f) Liens in existence on the date of the first issuance by the Company of Securities issued pursuant to this Indenture; provided that no such Lien is spread to cover any additional property after such date and that the amount of Debt secured thereby is not be permitted, under any circumstances, to incur any consensual Liens or increased; (g) Liens securing Debt of the payment Company and its Subsidiaries incurred to finance the acquisition of Indebtedness for money borrowed fixed or guaranteedcapital assets; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt and (iii) the amount of Debt secured thereby is not increased; (h) Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereof; provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets or such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of Debt secured thereby is not increased; (i) Liens pursuant to any Receivables Transaction in an aggregate principal amount not to exceeding 20% of Consolidated Tangible Assets; and (j) Liens (not otherwise permitted hereunder) (i) which secure obligations not exceeding (as to the Company and all Subsidiaries) the greater of (x) $100,000,000 or (y) 20% of Consolidated Net Worth, in each case in aggregate amount at any time outstanding or (ii) with respect to which the Company effectively provides that the Securities Outstanding hereunder are secured equally and ratably with (or, at the option of the Company, prior to) the Debt secured by the Loan Documentssuch Lien.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its their property, assets or revenues, whether now owned or hereafter acquired, except for:for the following (and each of the following are collectively referred to herein as “Permitted Liens”): (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachmentfor taxes, distraint or similar legal process arising in connection with court proceedings so long as the execution assessments or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the either Borrower or its Subsidiaries, as the case may beany Restricted Subsidiary, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, landlords’, repairmen's ’s or other like Liens arising in the ordinary course of business, business securing obligations which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings, which proceedings would have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (fc) pledges or deposits made in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits and letters of credit made to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding with respect to all of the foregoing, the LCG License Subsidiary shall do not be permitted, under any circumstances, to incur any consensual Liens or Liens securing secure the payment of Indebtedness of the type described in clauses (a)-(d) of the definition thereof and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of either Borrower or any Restricted Subsidiary; (f) Liens in existence on the date hereof listed on Schedule 8.3, provided that no such Lien encumbers Borrowing Base Property; (g) Liens created pursuant to the Security Documents and other Liens created after the date hereof and securing Indebtedness hereunder or under any other Loan Document; (h) Liens reserved in customary oil, gas and/or mineral leases for money borrowed royalties, bonus or guaranteedrental payments and for compliance with the terms of such leases and Liens reserved in customary operating agreements, farm-out and farm-in agreements, exploration agreements, development agreements and other similar agreements for compliance with the terms of such agreements, to the extent that (x) any such Lien referred to in this clause (h) does not materially impair the use or value of the property subject to such Lien for the purposes for which such property is held, and (y) in the case of customary operating agreements, farm-out and farm-in agreements, exploration agreements, development agreements and other similar agreements, the amount of any obligations secured thereby that are delinquent, that are not diligently contested in good faith and for which adequate reserves are not maintained by a Borrower or any Restricted Subsidiary, as the case may be, do not exceed, at any time outstanding, the amount owing by either Borrower or any Restricted Subsidiary, as applicable, for ninety (90) days’ billed operating expenses or other expenditures attributable to such entity’s interest in the Property covered thereby; (i) defects, irregularities and deficiencies in the title of any rights of way or other Property of either Borrower or any Restricted Subsidiary which in the aggregate do not materially impair the use of such rights of way or other property for the purposes for which such rights of way and other Property are held by such Borrower or such Restricted Subsidiary, and defects, irregularities and deficiencies in title to any property of either Borrower or any Restricted Subsidiary, which defects, irregularities or deficiencies have been cured by possession under applicable statutes of limitation; (j) royalties, overriding royalties, revenue interests, net revenue interests, production payments and advance payment obligations (other than obligations in respect of advance payments received in connection with the incurrence of Indebtedness), provided that the value of the Oil and Gas Properties shown on the Borrower’s Reserve Reports is net of such Liens; (k) any Lien securing Indebtedness, neither assumed nor guaranteed by either Borrower or any Restricted Subsidiary nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by either Borrower or any Restricted Subsidiary for substation, metering station, pump station, storage gathering line, transmission line, transportation line, distribution line or for right-of-way purposes, and any Liens reserved in leases for rent and for compliance with the terms of the leases in the case of leasehold estates, to the extent that any such Lien referred to in this paragraph (k) does not materially impair the use or value of the property subject to such Lien for the purposes for which such property is held; (l) judgment and other similar Liens arising in connection with court proceedings, provided that the judgment relating thereto shall have been stayed or bonded pending appeal, provided that no such Lien shall encumber any Borrowing Base Property; (m) Liens arising out of all presently existing and future division and transfer orders, advance payment agreements, processing contracts, gas processing plant agreements, operating agreements, gas balancing or deferred production agreements, pooling, unitization or communitization agreements, pipeline, gathering or transportation agreements, platform agreements, drilling contracts, injection or repressuring agreements, cycling agreements, construction agreements, salt water or other disposal agreements, leases or rental agreements, farm-out and farm-in agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out of, used or useful in connection with or pertaining to the exploration, development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal or handling of any property of either Borrower or any Restricted Subsidiary, provided that such agreements are entered into in the ordinary course of business and when entered into contain terms customary for such agreements in the industry and provided further that no Liens described in this paragraph (m) shall be granted or created in connection with the incurrence or assumption of Indebtedness; (n) customary preferential rights to purchase and calls on productions by sellers relating to any of the Loan DocumentsBorrowing Base Properties; (o) any Liens existing on any Oil and Gas Properties prior to the acquisition thereof by either Borrower or any Restricted Subsidiary or existing on any Property of any Person that becomes a Restricted Subsidiary prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Liens are not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Liens shall not encumber any other Oil and Gas Properties of the Borrowers or the Restricted Subsidiaries making such acquisition, and (iii) such Liens shall not encumber any Borrowing Base Properties; (p) any Liens securing Indebtedness of either Borrower or any Restricted Subsidiary incurred to finance the acquisition of any Oil and Gas Properties or any Person owning Oil and Gas Properties, provided that (i) such Liens are created substantially simultaneously with such acquisition or within 180 days thereafter, (ii) such Liens shall not at any time encumber any other Oil and Gas Properties other than the Oil and Gas Properties so acquired or the Oil and Gas Properties of the Person so acquired, as the case may be, and (iii) such Liens shall not encumber any Borrowing Base Properties; (q) Liens on assets transferred to a Securitization Entity or on assets of a Securitization Entity, in either case incurred in connection with a Qualified Securitization Transaction; and (r) Liens not expressly permitted by this Section 8.3 securing any Indebtedness or obligations under Hedging Agreements with Additional Hedge Parties provided in each case that (i) no such Lien shall encumber any Borrowing Base Properties, (ii) at the time of incurrence, the outstanding principal amount of the Indebtedness secured by such Liens (other than obligations under Hedging Agreements with Additional Hedge Parties) may not exceed 20% of the PV-10 Value of the Borrowers’ Oil and Gas Properties, and (iii) no such Lien shall secure any Hedging Agreement with El Paso Marketing LP.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under pursuant to any of the other Loan DocumentsDocument; (b) Liens existing in existence on the Closing Date and listed on Schedule 6.02, and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does not secure an aggregate amount of Indebtedness or other obligations, if any, greater than that secured on the Closing Date (minus the aggregate amount of any permanent repayments and prepayments thereof since the Closing Date but only to the extent that such repayments and prepayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or a portion of such Indebtedness) and (ii) does not encumber any Property at other than the time of its acquisition Property subject thereto on the Closing Date (plus improvements and not created in anticipation of accessions to such acquisitionProperty); (c) Liens arising pursuant to any order of attachment, distraint for Taxes not yet due or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby that are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, proceedings diligently conducted; provided that adequate reserves with respect thereto -------- are maintained on the books of Holdings or the Borrower or its Subsidiaries, as the case may beapplicable Subsidiary, in conformity with GAAP; (ed) statutory or common law Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteedlandlords, including carriers', warehousemen's, mechanics', materialmen's, repairmen's , construction contractors or other like Liens arising in the ordinary course of business, which are business that secure amounts not overdue for a period of more than 45 30 days (or, if more than 30 days overdue, that are unfiled and no other action has been taken to enforce such Lien) or which that are being contested in good faith by appropriate proceedingsproceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of Holdings or the applicable Subsidiary, in conformity with GAAP; (fi) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability to for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers under providing property, casualty or liability insurance to Holdings, the Borrower or self-insurance arrangementsany of their Subsidiaries; (gf) deposits and other Liens to secure the performance of bids, trade contracts, governmental contracts and other similar contracts (other than Indebtedness for borrowed money), leasesleases (other than Capital Leases), subleases, statutory obligations, surety surety, stay, judgment and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hg) encumbrances shown as exceptions in the title insurance policies insuring the Mortgages, easements, zoning restrictions, rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, would do not cause a Material Adverse Effect. Notwithstanding materially detract from the foregoingvalue, or materially interfere with the use, of the Property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the LCG License Subsidiary shall Borrower or any of their Subsidiaries, taken as a whole; (h) Liens securing Indebtedness permitted under Section 6.01(c); provided that (i) such Liens do not be permittedat any time encumber any Property other than the Property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed, at the time of incurrence thereof, the lesser of the cost or fair market value of the Property secured by such Lien; (i) Liens on insurance policies and proceeds thereof securing the financing of the premiums with respect thereto; (j) any interest or title of a lessor, sublessor, licensor or sublicensor under any circumstanceslease, sublease, license or sublicense entered into by Holdings, the Borrower or any of their Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensed; (k) Liens on equipment arising from precautionary UCC financing statements regarding operating leases of equipment; (i) Liens in favor of customs and revenue authorities arising as a matter of law to incur secure the payment of customs duties in connection with the importation of goods in the ordinary course of business and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any consensual Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit permitted under Section 6.01 issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Holdings, the Borrower and their Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens on cash or Cash Equivalents used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is permitted by this Agreement; (o) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (i) Liens that are contractual or common law rights of set-off relating to (A) the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Indebtedness or (B) pooled deposit or sweep accounts of Holdings, the Borrower and any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and their Subsidiaries and (ii) other Liens securing cash management obligations (that do not constitute Indebtedness) in the ordinary course of business; (q) Liens of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection; (r) Liens on Equity Interests in joint ventures securing obligations of such joint venture; (s) judgment Liens in respect of judgments not constituting an Event of Default under Section 7.01(i); (t) Liens on the assets of the Loan Parties (other than the Mexican Subsidiaries) created under the Revolving Loan Documents to secure the Revolving Loan Indebtedness, which are subject to the Intercreditor Agreement; (u) Liens securing the payment of Indebtedness for money borrowed or guaranteedMexican ABL Credit Facility, other than which are subject to an intercreditor agreement in form and substance satisfactory to the Required Lenders and the Collateral Agent; provided, that such Liens created only encumber inventory and related assets owned by the Loan DocumentsMexican Subsidiaries and located in Mexico and other assets acceptable to the Required Lenders; and (v) Liens not otherwise permitted by this Section 6.02 on assets not otherwise constituting Collateral so long as (i) the aggregate outstanding principal amount of the obligations secured thereby and (ii) the aggregate fair market value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto does not exceed $1,000,000 at any one time.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with the Uniform System of Accounts and reconciled in accordance with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, which business that are not overdue for a period of more than 45 30 days or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) any attachment or judgment liens not resulting in an Event of Default under Section 8.1(h); (e) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, would are not cause substantial in amount and that do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (g) Liens in existence on the date hereof listed on Schedule 7.3(g), securing Indebtedness permitted by Section 7.2(d), provided that, no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased except as permitted by Section 7.2(d); (h) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition of fixed or capital assets, including Real Property, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (i) Liens created pursuant to the Security Documents; (j) any interest or title of a Material Adverse Effectlessor under any Lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (k) Liens on (x) fee-owned property or Real Property leases of the Non-Recourse Subsidiary Borrowers and any related Property (other than the Capital Stock of any Group Member that is not a Non-Recourse Subsidiary Borrower or a direct or indirect parent of a Non-Recourse Subsidiary Borrower) customarily granted or pledged by a borrower to its lender in connection with non-recourse real estate financing or construction financing, as applicable, including, without limitation, any personal property located on or related to such Property, any contracts, accounts receivables and general intangibles related to such Real Property and any Hedge Agreements relating to the Indebtedness, or (y) in the case of any Mortgage Financing, the Capital Stock of any Non-Recourse Subsidiary Borrower or a direct or indirect parent of a Non-Recourse Subsidiary Borrower (and, in each case, any proceeds from any of the foregoing) which Liens secure Indebtedness permitted by Sections 7.2(h) and (i), provided that, no such Lien shall encumber any Collateral; and (l) Liens securing Indebtedness of any Subsidiary that becomes a Subsidiary after the date hereof incurred pursuant to Section 7.2(g), which exists at the time such Person becomes a Subsidiary, provided that, (x) such Liens are created substantially simultaneously with the incurrence of such Indebtedness and (y) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, other than, in each case, in connection with any consolidations of such Indebtedness. Notwithstanding the foregoing, in no event shall any Lien be created, incurred, assumed or suffered to exist on (x) any Borrowing Base Property (except Liens pursuant to Section 7.3(a), (b) or (f)) or (y) the LCG License Subsidiary shall not be permittedCapital Stock of any Person that is the direct or indirect owner of any Borrowing Base Property, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than except Liens created by pursuant to the Loan Security Documents.

Limitation on Liens. The Borrower shall will not, and shall not nor will it permit ------------------- any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except forexcept: (a) Liens created hereunder or under any of pursuant to the other Loan Security Documents; (b) Liens existing in existence on any Property at the time Amendment/Restatement Effective Date and listed in Part B of its acquisition and not created in anticipation Schedule I hereto (excluding, however, following the making of the initial Loans hereunder, Liens securing Indebtedness to be repaid with the proceeds of such acquisitionLoans, as indicated on said Schedule I); (c) Liens arising pursuant to imposed by any order of attachmentgovernmental authority for taxes, distraint assessments or similar legal process arising in connection with court proceedings so long as the execution charges not yet due or other enforcement thereof is effectively stayed and claims secured thereby that are being contested in good faith and by appropriate proceedings; (d) Liens for taxes proceedings if, unless the amount thereof is not yet due material with respect to it or which are being contested in good faith by appropriate proceedingsits financial condition, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its the affected Subsidiaries, as the case may be, in conformity accordance with GAAP; (ed) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's, banker's or other like Liens Liens, and rights of set-off, arising in the ordinary course of business, which business that are not overdue for a period of more than 45 30 days or which that are being contested in good faith and by appropriate proceedingsproceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 10(h) hereof; (fe) pledges or deposits in connection with workers' under worker's compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gf) deposits to secure the performance of bids, trade contracts (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of businessbusiness and encumbrances consisting of zoning restrictions, whicheasements, licenses, restrictions on the use of Property or minor imperfections in title thereto that, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding material in amount, and that do not in any case materially detract from the foregoing, value of the LCG License Subsidiary shall not be permitted, under Property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documents.its Subsidiaries;

Limitation on Liens. The Borrower shall will not, and shall will not permit ------------------- any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to be created, assumed or incurred or to exist any Lien upon any property or assets of its property, assets the Borrower or revenues, any Subsidiary (whether now owned or hereafter acquired, except for) other than: (a) Liens created hereunder securing taxes, assessments or under any of other governmental charges to the other Loan Documentsextent non-payment thereof is permitted by Section 5.02(a); (b) Liens existing on any Property at incurred in the time ordinary course of its acquisition business in connection with the workmen's compensation, unemployment insurance and not created in anticipation of such acquisitionother social security obligations; (c) Liens arising pursuant to any order incurred in the ordinary course of attachment, distraint or similar legal process arising business but not incurred in connection with court proceedings so long as the execution borrowing of money, the incurrence of Derivatives Obligations, the obtaining of advances or the payment of the deferred purchase price of any property or assets, including, without limitation, Liens securing: (i) claims of mechanics, workmen, materialmen or other enforcement thereof is effectively stayed and claims secured thereby are being contested similar persons in good faith by appropriate proceedings; (d) Liens for taxes respect of obligations not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with or (ii) the performance of bids, tenders or contracts which in the aggregate do not detract in any material respect thereto -------- are maintained on from the books value of the property or assets of the Borrower or its Subsidiariesany Subsidiary or impair in any material respect the use thereof in the operation of the business of the Borrower or any Subsidiary, or (iii) leases (including equipment leases), public or statutory obligations (other than the obligations referred to in paragraph (a) above), surety and appeal bonds or other similar obligations; provided that the aggregate obligations secured by such Liens shall not exceed $15,000,000 until the Existing Credit Facility Expiration Date, and thereafter $25,000,000; (d) Liens existing as of the case may bedate of this Agreement; provided that no such Lien shall extend to any property other than the property as to which such Lien was in effect as of such date and the Debt secured by such Lien shall not be increased, in conformity with GAAPrenewed or extended; (e) Liens created by operation of law not securing on property to secure the payment of Indebtedness all or any part of the purchase price thereof or to secure any Debt, incurred prior to, at the time of, or within 90 days after the acquisition of such property, for money borrowed the purpose of financing all or guaranteedany part of the purchase price of such property; provided (i) that in no event shall the amount of Debt secured by any such Lien exceed 75% of the purchase price or fair market value at the time of acquisition of the property subject to such Lien, including carriers'whichever is less, warehousemen's(ii) that any such Lien does not extend to property other than the property purchased or financed in connection with which such Lien was created and (iii) that the aggregate outstanding principal amount of all such Debt shall not exceed $15,000,000 until the Existing Credit Facility Expiration Date, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedingsand thereafter $25,000,000; (f) pledges Liens on property or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits assets of any Subsidiary operating outside the United States securing liability to insurance carriers under insurance or self-insurance arrangementsDebt of such Subsidiary; (g) deposits Liens on fixed assets securing Debt not otherwise permitted; provided that the aggregate outstanding principal amount of all Debt secured by Liens permitted by this paragraph and by paragraphs (d) and (e) above shall not exceed the greater of (i) $4,000,000 or (ii) 25% of the excess of consolidated net fixed assets over net fixed assets subject to secure Liens permitted by paragraph (f) above; (h) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the performance aggregate amount of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety cash and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businesscash equivalents subject to such Liens may at no time exceed $10,000,000; and (hi) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, which, in the aggregate, would Liens not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created otherwise permitted by the Loan Documentsforegoing clauses of this Section 5.06 securing Debt in an aggregate principal amount at any time outstanding not to exceed 5% of Consolidated Net Worth.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- Neither the Company nor any of its Subsidiaries to, Restricted Subsidiary will create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Company or such Subsidiary; (f) Liens in existence on the Closing Date securing Indebtedness permitted by subsection 7.2(f), a Material Adverse Effect. Notwithstanding refinancing thereof pursuant to subsection 7.2(j) or any extensions, renewals or replacements thereof, provided that no such Lien is spread to cover any additional property after the foregoingClosing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Company and its Subsidiaries permitted by subsection 7.2(c) or 7.2(m) incurred to finance the acquisition of real estate inventory or fixed or capital assets or a refinancing thereof pursuant to subsection 7.2(j), provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such real estate inventory or fixed or capital assets (or, in the case of a refinancing pursuant to subsection 7.2(j), such Liens shall be renewals or replacements of Liens created substantially simultaneously with the acquisition of such real estate inventory or fixed or capital assets), (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) if applicable, the LCG License percentage of such acquisition financed with proceeds of Indebtedness shall satisfy the requirements set forth in clause (ii) to the last proviso to subsection 7.2(c); (h) Liens on the property or assets of a corporation which becomes a Subsidiary or which is merged into the Company or a Subsidiary after the date hereof securing Indebtedness permitted by subsection 7.2(i) (or subsection 7.2(j) in respect of such Indebtedness), provided that (i) such Liens existed at the time such corporation became a Subsidiary or was so merged and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any additional property or assets of such corporation after the time such corporation becomes a Subsidiary or is so merged, and (iii) the amount of Indebtedness secured thereby is not increased; (i) Liens on assets of the Financial Services Segment securing Indebtedness of the Financial Services Segment permitted by subsection 7.2(g) or 7.2(l); (j) judgment and other similar Liens arising in connection with court proceedings; provided (i) the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings and (ii) no Default or Event of Default shall not have occurred and be permitted, under any circumstances, to incur any consensual Liens or continuing and (k) Liens securing Indebtedness permitted under subsection 7.2(p), provided that such Liens cover only such assets financed with the payment proceeds of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentssuch Indebtedness.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, would are not cause 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 Borrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 6.3(f); (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 6.2(b) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created not more than 90 days after the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness (and replacements thereof), and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, lessor under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created lease entered into by the Loan DocumentsBorrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; and (j) the Senior Liens.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:for the following (Liens described below are herein referred to as “Permitted Liens”; provided, however, that no reference to a Permitted Lien herein, including any statement or provision as to the acceptability of any Permitted Lien, shall in any way constitute or be construed so as to postpone or subordinate any Liens or other rights of the Agents, the Lenders or any of them hereunder or arising under any other Loan Document in favor of such Permitted Lien): (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes Taxes not yet due delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a Material Adverse Effect, or which are being contested in good faith by appropriate proceedings, provided that proceedings diligently conducted and adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business and relating to obligations which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedingsproceedings diligently conducted; (fc) Liens of landlords or of mortgagees of landlords arising by operation of law or pursuant to the terms of real property leases, provided that the rental payments secured thereby are not yet due and payable; (d) pledges, deposits or other Liens in connection with workers’ compensation, unemployment insurance, other social security benefits or other insurance related obligations (including pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing respect of liability to insurance carriers under insurance or self-insurance arrangements); (ge) deposits Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, if appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order, are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (f) Liens to secure the performance of bids, trade contracts (other than for borrowed money), obligations for utilities, leases, statutory obligations, surety and appeal bonds, performance bonds, judgment and like bonds, replevin bonds, other similar bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hg) zoning restrictions, easements, rights-of-way, restrictions and on the use of property, other similar encumbrances incurred in the ordinary course of businessbusiness and minor irregularities of title, whichwhich do not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries taken as a whole; (h) Liens arising from (i) operating leases and (ii) equipment or other materials which are not owned by any Borrower or a Subsidiary located on the premises of such Borrower or Subsidiary (but not in connection with, or as part of, the financing thereof) from time to time in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary ordinary course of business and (it being understood that any precautionary UCC financing statement filings in respect of any such lease or equipment shall not be permitteddeemed a Lien); (i) statutory or common law Liens or rights of setoff of depository banks or securities intermediaries with respect to deposit accounts, securities accounts or other funds of the Borrower or any Subsidiary maintained at such banks or intermediaries, including to secure fees and charges in connection with returned items or the standard fees and charges of such banks or intermediaries in connection with the deposit accounts, securities accounts or other funds maintained by the Borrower or such Subsidiary at such banks or intermediaries (but not any Indebtedness for borrowed money owing by the Borrower or such Subsidiary to such banks or intermediaries); (j) Liens on goods in favor of customs and revenue authorities arising as a matter of law to secure custom duties in connection with the importation of such goods; (k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or its Subsidiaries in the ordinary course of business; (l) Liens in respect of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(m) or Section 7.2(o); (m) Liens on the property or assets described in Section 7.2(p) in respect of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(p); (n) Liens in respect of or consisting of (i) Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(f) incurred to finance or refinance the acquisition, leasing, construction or improvement of fixed or capital assets, provided, that such Liens do not at any time encumber any property other than the property financed or refinanced by such Indebtedness, or (ii) Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(g) assumed in connection with any acquisition permitted by Section 7.9, provided that in the case of this clause (ii), (x) such Liens shall not be created in contemplation of such acquisition and shall be created no later than the later of the date of such acquisition or the date of the assumption of such Indebtedness, and (y) the total value of the collateral subject to such Liens immediately following such acquisition shall not be materially greater than the value of the collateral subject to such Liens immediately prior to such acquisition; (o) Liens existing on assets or properties at the time of the acquisition thereof by the Borrower or any of its Subsidiaries which do not materially interfere with the use, occupancy, operation and maintenance of structures existing on the property subject thereto or extend to or cover any assets or properties of the Borrower or such Subsidiary other than the assets or property being acquired; (p) (i) Liens in respect of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(i), provided that no such Lien in respect of Indebtedness incurred pursuant to Section 7.2(i) is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased except as permitted by Section 7.2(i), (ii) Liens not otherwise permitted hereunder, all of which Liens permitted pursuant to this Section 7.3(p)(ii) secure obligations not exceeding $[ ] in aggregate amount at any time outstanding, and (iii) Liens contemplated by Section 7.2(v)(ii); (q) Liens in respect of Guarantee Obligations permitted under Section 7.4(d) not exceeding (as to the Borrower and all of its Subsidiaries) $[ ] in aggregate amount at any circumstancestime outstanding; (r) Liens created pursuant to the Security Documents; (s) any encumbrance or restriction (including put and call agreements) with respect to the Capital Stock of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement, provided that no such encumbrance or restriction affects in any way the ability of the Borrower or any of its Subsidiaries to comply with Section 6.9(b) or Section 6.9(d); (t) Liens on property of any Foreign Subsidiary of the Borrower in respect of Indebtedness of such Subsidiary permitted by Section 7.2; (u) Liens on intellectual property, including any foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how or processes; provided that such Liens result from the granting of licenses in the ordinary course of business to any Person to use such intellectual property or such foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how or processes, as the case may be; (v) Liens on property (i) of any Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which are Liens in respect of Indebtedness of the applicable Subsidiary permitted under Section 7.2, Guarantee Obligations of the applicable Subsidiary permitted under Section 7.4, or other liabilities or obligations of the applicable Subsidiary not prohibited by this Agreement; (w) Liens in respect of or consisting of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(c) and Guarantee Obligations in respect of such Indebtedness permitted under Section 7.4(k) and any refinancings, extensions, refundings, renewals and replacements thereof, in whole or in part, otherwise permitted under this Agreement; (x) Liens in respect of or consisting of Indebtedness of the Borrower and its Subsidiaries permitted by Section 7.2(d) and Guarantee Obligations in respect of such Indebtedness permitted under Section 7.4(k) and any refinancings, extensions, refundings, renewals and replacements thereof, whether in whole or in part, otherwise permitted under this Agreement or otherwise created pursuant to the ABL Facility Documents; provided that (i) such Liens do not apply to any asset other than Collateral that is subject to a Lien granted under a Security Document to secure the “Secured Obligations” as defined in the Guarantee and Collateral Agreement and (ii) all such Liens shall be subject to the Intercreditor Agreement or another intercreditor agreement that is no less favorable to the Secured Parties than the Intercreditor Agreement; (y) Liens in respect of or in connection with Interest Rate Protection Agreements and Permitted Hedging Arrangements entered into by the Borrower or its Subsidiaries; (z) Liens on property subject to Sale and Leaseback Transactions and general intangibles related thereto; (aa) Liens in respect of Guarantee Obligations permitted under Section 7.4 relating to Indebtedness permitted under Section 7.2, to incur the extent Liens in respect of such Indebtedness are permitted under this Section 7.3; and (bb) Liens, security interests, title imperfections and defects, and all other defects and impairments of any consensual Liens or Liens securing nature whatsoever, in each case in existence on the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan DocumentsClosing Date.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder for taxes, assessments, governmental charges or under any of the other Loan Documents; levies (bbut excluding judgment Liens) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Hanover or its Subsidiariesany Subsidiary of Hanover, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlord’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-self insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) immaterial irregularities in title, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Hanover or any of its Subsidiaries; (f) leases or subleases granted to third Persons not interfering in any material respect with the business of Hanover or any of its Subsidiaries; (g) Liens arising from UCC financing statements regarding leases permitted by this Agreement or the Equipment Leases; (h) any interest or title of a Material Adverse Effect. Notwithstanding lessor or sublessor under any lease permitted by this Agreement or the foregoingEquipment Leases; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods so long as such Liens attach only to the imported goods; (j) Liens arising out of consignment or similar arrangements for the sale of goods entered into by Hanover or any of its Subsidiaries in the ordinary course of business; (k) Liens created pursuant to Financing Leases permitted pursuant to subsection 8.2(d); (l) Liens in existence on the Closing Date listed on Schedule 8.3(l), securing Indebtedness permitted by subsection 8.2(c) including any Refinancing Indebtedness incurred in respect thereof; (m) Liens on (i) natural gas compressors and related equipment, and usual accessories and improvements and proceeds thereof, and (ii) oil and gas production equipment, in each case, the LCG License acquisition of which were financed with the proceeds of the Indebtedness permitted by subsection 8.2(d) and which secures only such Indebtedness, provided that any such Lien is placed upon such natural gas compressor or related equipment or such oil and gas production equipment at the time of the acquisition of such natural gas compressors or related equipment or such oil and gas production equipment by Hanover or any of its Subsidiaries and the Lien extends to no other property, and provided, further, that no such Lien is spread to cover any additional property after the date such Lien attaches and that the amount of Indebtedness secured thereby is not increased; (n) Liens on the assets of Unqualified Subsidiaries of Hanover securing Permitted Unqualified Subsidiary shall Indebtedness; (o) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof securing Indebtedness permitted by subsection 8.2(g), provided that (i) such Liens existed at the time such Person became a Subsidiary and were not be permittedcreated in anticipation thereof, under (ii) any circumstancessuch Lien is not spread to cover any property or assets of such Person after the time such Person becomes a Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased; (p) Liens that arise in connection with the Equipment Lease Transactions and Refinancing Indebtedness in respect thereof; (q) Liens created pursuant to incur any consensual Liens or the Security Documents (including Liens securing Derivatives Agreements which are permitted under Section 8.9); (r) Liens securing Indebtedness of HCLP or any other Subsidiary incurred pursuant to Section 8.2(m) to finance the payment acquisition of Indebtedness for money borrowed fixed or guaranteedcapital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness; (s) judgment Liens created by against Hanover or any of its Subsidiaries which do not result in a Default under clause (i) of Section 9; and (t) Liens not otherwise permitted hereunder securing Indebtedness not exceeding $2,500,000 in the Loan Documentsaggregate.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, create, incur, assume Create or suffer to exist exist, or permit any Subsidiary to create or suffer to exist, any Lien upon any of its propertyProperty, assets income or revenuesprofits, whether now owned or hereafter acquired, except for: except: (ai) Liens created hereunder or under at any time granted in favor of Lender; (ii) Liens for taxes (excluding any Lien imposed pursuant to any of the other Loan Documents; provisions of ERISA) not yet due or which are being contested as permitted by Section 9.1(A) hereof, but only if in Lender's reasonable judgment such Lien does not affect adversely Lender's rights or the priority of Lender's Lien in the Collateral; (biii) Liens existing on any Property securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons for labor, materials, supplies or rentals incurred in the ordinary course of Borrower's business, but only if the payment thereof is not at the time required and only if such Liens are junior to the Liens in favor of its acquisition Lender; (iv) Deposits made in the ordinary course of business in connection with workmen's compensation, unemployment insurance, social security and not created in anticipation of such acquisition; other like laws; (cv) Liens arising pursuant to any order of attachment, distraint or judgment and other similar legal process non-tax Liens arising in connection with court proceedings proceedings, but only if and for so long as the execution or other enforcement thereof of such Liens is and continues to be effectively stayed and bonded on appeal, the validity and amount of the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (d) lawful proceedings and such Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichdo not, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding materially detract from the foregoing, value of the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens Property of Borrower or materially impair the use thereof in the operation of Borrower's business; (vi) Purchase Money Liens securing Permitted Purchase Money Indebtedness which is not incurred in violation of Section 9.2(C) of this Agreement; (vii) reservations, exceptions, easements, rights of way, and other similar encumbrances affecting real Property, provided that, in Lender's reasonable judgment, they do not in the payment aggregate materially detract from the value of Indebtedness for money borrowed said Properties or guaranteedmaterially interfere with their use in the ordinary conduct of Borrower's business and, other than Liens created by the Loan Documents.if said real Property constitutes Collateral, Lender has consented thereto;

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Holdings or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the Property subject thereto or materially interfere with the ordinary conduct of the business of Holdings or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 6.3(f); (g) Liens securing Indebtedness of Holdings or any of its Subsidiaries incurred pursuant to Section 6.2(b) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the LCG License Subsidiary acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of such Indebtedness shall not be permitted, exceed 100% of the purchase price of such assets; (h) Liens created pursuant to the Security Documents or the Seller Security Documents; and (i) any interest or title of a lessor under any circumstances, to incur lease entered into by Holdings or any consensual Liens or Liens securing of its Subsidiaries in the payment ordinary course of Indebtedness for money borrowed or guaranteed, other than Liens created by its business and covering only the Loan Documentsassets so leased.

Limitation on Liens. The Borrower shall notNo Restricted Person will create, ------------------- assume or permit to exist (i) any Lien upon any Accounts, inventory, cash or investment securities which constitute Collateral except (A) Permitted Inventory Liens, (B) Liens created pursuant to the Security Documents, Liens created pursuant to the Revolver Agreement, and shall not permit ------------------- Liens created pursuant to the "Security Documents" (as such term is defined in the Existing Agreement), (C) statutory Liens in respect of First Purchase Crude Payables, (D) Liens of the type described in clause (e) below in connection with any Eligible Margin Deposit to secure Hedging Contracts permitted under Section 7.1 with the broker that is the holder of its Subsidiaries tosuch Eligible Margin Deposit, create(E) Liens of the type described in clauses (a), incur(c) and (f) below, assume and (F) any other Liens expressly permitted to encumber such Collateral under any Security Document covering such Collateral or suffer to exist (ii) any Lien upon any of its property, the properties or assets or revenues, whether other than such Collateral which it now owned owns or hereafter acquiredacquires except the following (Liens, except for:to the extent permitted by this Section, herein called "Permitted Liens"): (a) Liens created hereunder pursuant to this Agreement or under any the Security Documents, Liens existing on the date of this Agreement and listed in the Disclosure Schedule, and Liens created pursuant to the Revolver Agreement or the "Security Documents" as defined in the Revolver, subject to the terms of the other Loan DocumentsIntercreditor Agreement referred to in Section 4.1(m); (b) Liens existing on imposed by any Property at governmental authority for taxes, assessments or charges not yet due or the time validity of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof which is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings, provided that if necessary, for which adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, any Restricted Person in conformity accordance with GAAP; (ec) Liens created by operation pledges or deposits of law not securing the payment of Indebtedness for money borrowed cash or guaranteedsecurities under worker's compensation, including unemployment insurance or other social security legislation; (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's 's, landlord's, or other like Liens (including, without limitation, Liens on property of any Restricted Person in the possession of storage facilities, pipelines or barges) arising in the ordinary course of business, business for amounts which are not overdue for a period of more than 45 60 days past due or the validity of which are is being contested in good faith and by appropriate proceedings, if necessary, and for which adequate reserves are maintained on the books of any Restricted Person in accordance with GAAP; (e) Liens under or with respect to accounts with brokers or counterparties with respect to Hedging Contracts consisting of cash, commodities or futures contracts, options, securities, instruments, and other like assets securing only Hedging Contracts permitted under Section 7.1; (f) pledges deposits of cash or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (g) deposits securities to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hg) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of businessbusiness and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of real property or minor imperfections in title thereto which, in the aggregate, would are not cause material in amount, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any Restricted Person; (h) Liens in respect of operating leases and Capital Leases permitted under Section 7.1; (i) Liens upon any property or assets acquired after the date hereof by a Material Adverse Effect. Notwithstanding Restricted Person, each of which either (i) existed on such property or asset before the time of its acquisition and was not created in anticipation thereof, or (ii) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such property or asset; provided that no such Lien shall extend to or cover any property or asset of a Restricted Person other than the property or asset so acquired (or constructed) and the Indebtedness secured thereby is permitted under Section 7.1(g) hereof; and any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in whole or part, of the foregoing, the LCG License Subsidiary provided, however, that such Liens shall not be permittedcover or secure any additional Indebtedness, obligations, property or asset; (j) rights reserved to or vested in any governmental authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (k) rights reserved to or vested by Law in any governmental authority to in any manner, control or regulate in any manner any of the properties of any Restricted Person or the use thereof or the rights and interests of any Restricted Person therein, in any manner under any circumstancesand all Laws; (l) rights reserved to the grantors of any properties of any Restricted Person, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to incur the terms, conditions and provisions of any consensual rights-of-way agreements, contracts or other agreements therewith; and (m) inchoate Liens in respect of pending litigation or Liens securing the payment with respect to a judgment which has not resulted in an Event of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan DocumentsDefault under Section 8.1.

Limitation on Liens. The Borrower shall Company will not, and shall not nor will it permit ------------------- any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for:(without duplication): (a) Liens created hereunder or under any in existence on the date hereof and listed in Part B of the other Loan DocumentsSchedule II hereto; (b) Liens existing on imposed by any Property at the time of its acquisition and governmental authority for taxes, assessments or charges not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint yet due or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby that are being contested in good faith and by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that proceedings if adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its the affected Subsidiaries, as the case may be, in conformity accordance with GAAP; (ec) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, which business that are not overdue for a period of more than 45 30 days or which that are being contested in good faith and by appropriate proceedingsproceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in an Event of Default under Section 10.01(h) hereof; (fd) pledges or deposits in connection with workers' under worker's compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (ge) deposits to secure the performance of bids, trade contracts (other than for borrowed moneyIndebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of businessbusiness and encumbrances consisting of zoning restrictions, whicheasements, licenses, restrictions on the use of Property or minor imperfections in title thereto that, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding material in amount, and that do not in any case materially detract from the foregoingvalue of the Property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (g) Liens upon real and/or tangible personal Property acquired after the date hereof (by purchase, construction or otherwise) by the Company or any of its Subsidiaries, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the LCG License cost (including the cost of construction) of such Property; PROVIDED that (i) no such Lien shall extend to or cover any Property of the Company or such Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing other than the payment Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness for money borrowed secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or guaranteed, other than otherwise); (h) Liens created by on the Loan DocumentsProperty of a Designated Subsidiary securing Indebtedness permitted pursuant to Section 9.07(e) hereof; and (i) Liens on any Property subject to a sale lease-back transaction permitted under Section 9.13 hereof.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, create, incur, assume Create or suffer to exist exist, or permit any its Subsidiaries to create or suffer to exist, any Lien upon any of its propertyProperty, assets income or revenuesprofits, whether now owned or hereafter acquired, except forexcept: (ai) Liens created hereunder at any time granted in favor of Agent or under any of the other Loan DocumentsLender; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (dii) Liens for taxes (excluding any Lien imposed pursuant to any of the provisions of ERISA) not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPProperly Contested; (eiii) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of its business by operation of law or regulation in favor of materialmen, mechanics, carriers, warehousemen, landlords and similar Persons, but only if (a) payment in respect of any such Lien is not at the time required or (b) the Indebtedness secured by such Lien is being Properly Contested and such Lien does not materially detract from the value of the Property or materially impair the use thereof in the operation of its business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (fiv) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits Purchase Money Liens securing liability to insurance carriers under insurance or self-insurance arrangementsPermitted Purchase Money Indebtedness; (gv) deposits Liens securing Indebtedness of one of Borrower's Subsidiaries to secure Borrower or another such Subsidiary; (vi) such other Liens as appear on Exhibit P hereto; (vii) with respect to any real Property of Borrower or any of its Subsidiaries, such other easements or encumbrances or other imperfections of title to the performance extent they do not materially affect the value of, interfere with the use of, or materially impair the business or operations of, Borrower or any of bids, trade contracts its Subsidiaries; (other than for borrowed money), leases, statutory obligations, surety viii) Liens securing the Equus Term Note which are subordinated to the Agent's Liens in a manner and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businesspursuant to documentation satisfactory to Agent; and (hix) easements, rights-of-way, restrictions and such other similar encumbrances incurred Liens as Requisite Lenders may hereafter approve in the ordinary course of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentswriting.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes Taxes not yet due or which are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower DW Animation or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, which, business which do not in any case materially detract from the aggregate, would value of the property subject thereto or materially interfere with the ordinary conduct of the business of DW Animation or such Subsidiary; (f) Liens in existence on the date hereof listed on Schedule 7.2(f); provided that such Liens shall not cause be reasonably likely to result in a Material Adverse Effect. Notwithstanding ; (g) Liens securing Indebtedness (and any refinancings thereof) of DW Animation and its Subsidiaries incurred to finance the foregoingacquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the LCG License Subsidiary property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured thereby is not increased; (h) rights of licensees under access agreements pursuant to which such licensees have access to duplicating material for the purpose of making prints of films licensed to them, and rights of distributors, exhibitors, licensees and other Persons in films created in connection with the distribution and exploitation of such films in the ordinary course of business and not securing any Indebtedness; (i) Liens securing Indebtedness arising from advances to DW Animation or any of its Subsidiaries made by licensees of product in order to finance the production thereof; provided that (i) such Liens only encumber the relevant product and (ii) the aggregate principal amount of such Indebtedness shall not be permitted, under exceed (as to DW Animation and all of its Subsidiaries) $50,000,000 at any circumstances, to incur any consensual Liens or time outstanding; (j) Liens securing the payment performance of Indebtedness for money borrowed DWA LLC’s obligations to DWS under the Trademark License Agreement; provided that such Liens cover only the “Licensed Marks” (and registrations thereof) under and as defined in the Trademark License Agreement and as in effect on the Closing Date; (k) Liens securing the obligations of DW Animation under the HBO Attornment Agreement and the HBO Security Agreements or guaranteedcreated pursuant to the HBO Security Agreements; provided that such Liens cover only the rights of DW Animation to receive payments of license fees from HBO in respect of license arrangements, other than distribution rights granted by DW Animation to HBO under such license arrangements and related collateral comparable in scope to those contained in the HBO License Agreements as in effect on the Closing Date; (l) Liens created pursuant to the Security Documents; (m) Liens representing any interest or title of a licensor, lessor, sublicensor or sublessor, or a licensee, lessee, sublicensee or sublessee, in the property subject to any lease, license or sublicense or concession agreement permitted by this Agreement and entered into in the Loan Documentsordinary course of business (in each case, to the extent not securing any Indebtedness); (n) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions and securities accounts and other financial assets maintained with a securities intermediary; provided that such deposit accounts or funds and securities accounts or other financial assets are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by DW Animation or any of its Subsidiaries in excess of those required by applicable banking regulations; (o) any Lien existing on any asset prior to the acquisition thereof by DW Animation or any Subsidiary or existing on any asset of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof prior to the time such Person becomes a Subsidiary (or is so merged or consolidated); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such merger or consolidation), (ii) such Lien shall not apply to any other asset of DW Animation or any Subsidiary and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary (or is so merged or consolidated) and extensions, renewals, replacements and refinancings thereof so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the obligations being extended, renewed or replaced; (p) Liens in the form of a customary real estate mortgage in respect of DW Animation’s headquarters facility in Glendale, California; provided that such Liens do not attach to any other property or assets of DW Animation or its Subsidiaries; and (q) Liens (not otherwise permitted hereunder) that secure Indebtedness not exceeding (as to DW Animation and all of its Subsidiaries) $50,000,000 in aggregate principal amount at any time outstanding.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred and statutory or contractual bankers' Liens on monies held in bank accounts in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of businessbusiness and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, would are not cause 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 Borrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional Property after the Effective Date (other than a Material Adverse Effect. Notwithstanding substitution of like property) and that the foregoingamount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(k) to finance the acquisition (by purchase, construction or otherwise) of fixed or capital assets, provided that (i) such Liens shall be created within 180 days after such acquisition of such fixed or capital assets or such Liens existed on such Property before the LCG License Subsidiary shall time of its acquisition and were not be permittedcreated in anticipation thereof, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and any accessions or attachments thereto, substitutions therefore and any sale or insurance proceeds thereof and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents and the Collateral Agency Agreement; (i) any interest or title of a lessor under any circumstanceslease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) attachment, judgment or other similar Liens arising in connection with court or arbitration proceedings, provided that the same are discharged, or that execution or enforcement thereof is stayed pending appeal, within 30 days or (in the case of any execution or enforcement pending appeal) such lesser time during which such appeal may be taken; (k) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of investments of the type permitted in Section 7.8(b); provided that such Liens (i) attach only to incur such investments and (ii) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such investments and not any consensual obligation in connection with margin financing; (l) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof securing Indebtedness of such Subsidiary permitted by Section 7.2(i); provided that (i) such Liens securing and Indebtedness existed at the payment time such Person became a Subsidiary and was not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets of such Person after the time such Person becomes a Subsidiary, (iii) the amount of the Indebtedness secured thereby is not increased and (iv) immediately after giving effect to the incurrence of such Lien, no Default or Event of Default shall have occurred and be continuing; (m) Liens in the nature of counterpart deposits or pledges of cash deposits of any Foreign Subsidiary to secure Indebtedness of any Foreign Subsidiary, which Indebtedness is permitted pursuant to Section 7.2, provided that the amount of any such deposit does not exceed the amount of the Indebtedness it secures; (n) Liens in the nature of options in respect of up to 15% of the Capital Stock of Panavision Canada Holdings held by its directors, officers or employees; (o) Liens on the assets of any Foreign Subsidiary to secure its obligations in respect of Indebtedness for money borrowed of such Foreign Subsidiary under any Foreign Working Capital Lines of Credit permitted under Section 7.2(h); (p) Liens in the nature of options granted to the other holder of Capital Stock of EFILM in respect of up to 29% of the Capital Stock of EFILM; (q) any rights of first offer or guaranteed, first refusal granted by the Borrower or Las Palmas to the other than holder of Capital Stock of EFILM in respect of the Capital Stock of EFILM owned by the Borrower or Las Palmas contained in the documents governing the relationship of the holders of the Capital Stock of EFILM and any other rights granted to the other holder of the Capital Stock of EFILM substantially on the terms set forth in the EFILM Agreements and any material modifications thereto that are reasonably satisfactory to the Administrative Agent; (r) Liens on the assets of EFILM to secure Indebtedness of EFILM permitted by Section 7.2(i); (s) Liens arising under the Senior Note Indenture and the security documents relating thereto; (i) Liens created by cash collateral agreements entered into by the Loan Documents.Borrower and the Issuing Lender pursuant to Section 3.1 and (ii) Liens created by cash collateral agreements entered into by the Borrower and a replacement issuing lender with respect to the Letters of Credit; and (u) any extension, renewal or replacement of the foregoing; provided, that the Liens permitted by this paragraph shall not extend to or cover any additional Indebtedness or Property (other than a substitution of like Property);

Limitation on Liens. The Borrower Company shall not, and shall not permit ------------------- any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; (f) Liens in existence on the date of the first issuance by the Company of Securities issued pursuant to this Indenture, provided that no such Lien is spread to cover any additional property after such date and that the LCG License Subsidiary shall amount of Debt secured thereby is not be permitted, under any circumstances, to incur any consensual Liens or increased; (g) Liens securing Debt of the payment Company and its Subsidiaries incurred to finance the acquisition of Indebtedness for money borrowed fixed or guaranteedcapital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt and (iii) the amount of Debt secured thereby is not increased; (h) Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereof, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets or such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of Debt secured thereby is not increased; (i) Liens (not otherwise permitted hereunder) (i) which secure obligations not exceeding (as to the Company and all Subsidiaries) the greater of (X) $100,000,000 or (Y) 15% of Consolidated Tangible Net Worth, in each case in aggregate amount at any time outstanding or (ii) with respect to which the Company effectively provides that the Securities Outstanding hereunder are secured equally and ratably with (or, at the option of the Company, prior to) the Debt secured by the Loan Documentssuch Lien.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachmentfor taxes, distraint or similar legal process arising in connection with court proceedings so long as the execution assessments or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, such Person in conformity with GAAPGAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which do not secure any monetary obligations and 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 such Person; (f) Liens (i) existing as of the Closing Date and listed on Schedule 7.3 and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (ii) previously identified in writing to the Administrative Agent, arrangements for the release of which satisfactory to the Administrative Agent have been made; (g) Liens securing Indebtedness of the Borrower or any Subsidiaries permitted by Section 7.2(d) incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan, a Financing Lease or otherwise), provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the original purchase price of such property at the time it was acquired; (h) Liens arising from (i) operating leases and the information only UCC financing statement filings in respect thereof and (ii) equipment or other goods which are not owned by Borrower or any Subsidiary located on the premises of Borrower or such Subsidiary (but not in connection with, or as part of, the financing thereof), whether pursuant to consignment arrangements or otherwise, from time to time in the ordinary course of business and consistent with current practices of Borrower or such Subsidiary and the information only UCC financing statement filings in respect thereof; (i) Liens or rights of setoff against credit balances of Borrower or its Subsidiaries with credit card issuers or credit card processors of amounts owing by such credit card issuers or credit card processors to Borrower or its Subsidiaries in the ordinary course of business, whichbut not liens on or rights of setoff against any other property or assets of Borrower or its Subsidiaries, pursuant to the credit card agreements (as in effect on the aggregatedate hereof) to secure the obligations of Borrower or its Subsidiaries to the credit card issuers or credit card processors as result of fees and chargebacks; (j) Statutory or common law liens or rights of setoff of depository banks with respect to funds of Borrowers or Guarantors 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 Borrowers and Guarantors at such banks (but not any other Indebtedness or obligations); (k) Judgments and other similar liens arising in connection with court proceedings that do not constitute an Event of Default; provided, would not cause 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 Material Adverse Effect. Notwithstanding stay of enforcement of any such liens is in effect; (l) Liens in favor of the foregoing, United States of America and described in any USA Agreement with the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Agent; (m) Liens or Liens securing upon the payment of Indebtedness for money borrowed or guaranteed, other than Sold Receivables; in connection with the sale described in Section 7.6(d) below; and (n) Liens created by pursuant to the Loan Security Documents.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, such Person in conformity with GAAPGAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoing, value of the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual property subject thereto or materially interfere with the ordinary conduct of the business of such Person; (f) Existing Liens or listed on Schedule 9.3; (g) Liens securing Indebtedness of the payment Borrower permitted by subsection 9.2(f) incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan, a Financing Lease or otherwise), provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness for money borrowed or guaranteedsecured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the original purchase price of such property at the time it was acquired; (h) Liens on current assets of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted under subsection 9.2(h); (i) Liens (not otherwise permitted hereunder) which secure obligations in aggregate amount at any time outstanding not exceeding (as to the Company and all Subsidiaries), other than and on property with an aggregate value not exceeding, $1,000,000; and (j) Liens created by pursuant to the Loan Security Documents.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the for taxes, assessments and other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes governmental charges not yet due or which are being contested in good faith by appropriate proceedings, provided PROVIDED that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Borrower or such Subsidiary; (f) Liens securing Indebtedness of the Borrower and its Subsidiaries permitted by subsection 8.2(d) incurred to finance the acquisition of fixed or capital assets, PROVIDED that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by such Lien shall at no time exceed the purchase price of such property; (g) Liens on the property or assets of a Material Adverse Effect. Notwithstanding Person which becomes a Subsidiary after the foregoingdate hereof securing Indebtedness permitted by subsection 8.2(e), PROVIDED that (i) such Liens existed at the LCG License time such Person became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets of such Person after the time such Person becomes a Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, (i) if appropriate legal proceedings which have been initiated for the review of such judgment, decree or order are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be permittedinitiated shall not have expired or (ii) if such judgment, under any circumstancesdecree or order shall have been discharged, to incur any consensual Liens within 45 days of the entry thereof or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than execution thereof has been stayed pending appeal; (i) Liens created by pursuant to the Loan DocumentsPledge Agreements (including, without limitation, Liens to secure obligations with respect to letters of credit permitted under subsection 8.4); (j) Liens existing, or provided for under arrangements existing, as of the date hereof as described on Schedule 8.3(j); and (k) Liens permitted under subsection 4 of the Stock Pledge Agreement and subsection 3 of each of the Partnership Pledge Agreement and the LLC Pledge Agreement.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any Liens, if any, securing the obligations of the other Loan DocumentsCompany under this Agreement and the Notes; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (ec) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fd) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (ge) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Company or such Subsidiary; (g) Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (h) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the original purchase price of such property; (i) Liens on the property or assets of a Material Adverse Effect. Notwithstanding corporation which becomes a Subsidiary after the foregoingdate hereof, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets after the time such corporation becomes a Subsidiary and (iii) the amount of Indebtedness secured thereby, if any, is not increased; (j) Liens on the Headquarters, Riverview Square, the LCG License Subsidiary shall Waterside Garage, the Green Bay Facility, the Jacksonville Facility and the Waterside Building; or (k) Liens not be permitted, otherwise permitted under this subsection 6.3 securing obligations in an aggregate amount not exceeding at any circumstances, to incur any consensual Liens or Liens securing time 10% of Consolidated Net Tangible Assets as at the payment end of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsimmediately preceding fiscal quarter of the Company.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature nature, and letters of credit issued in lieu of or in support of any of the foregoing, in each case incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, would are not cause 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 Borrower or any of its Restricted Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any other Restricted Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens in favor of the Administrative Agent created pursuant to the Security Documents; (i) any interest or title of a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, lessor under any circumstanceslease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) [Reserved]; (k) Liens securing Permitted Non-Recourse Debt; provided, that such Liens encumber only the assets financed with the proceeds of such Permitted Non-Recourse Debt and the Capital Stock of any Non-Recourse Subsidiary created to incur such Permitted Non-Recourse Debt; and (l) Liens not otherwise permitted by this Section 7.3 so long as (i) neither (A) the aggregate outstanding principal amount of the obligations secured thereby nor (B) the aggregate fair market value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Restricted Subsidiaries) $5,000,000 at any consensual one time and (ii) such Liens do not attach to any Receivables (as defined in the Guarantee and Collateral Agreement) or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan DocumentsMortgaged Property.

Limitation on Liens. The Borrower shall Company will not, and shall will not permit ------------------- any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer permit to exist (upon the happening of a contingency or otherwise) any Lien upon on or with respect to any property or asset (including, without limitation, any document or instrument in respect of its property, assets goods or revenuesaccounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, except foror any income or profits therefrom or assign or otherwise convey any right to receive income or profits, except: (a) Liens created hereunder for taxes, assessments or under any governmental charges or levies on the Company’s or a Subsidiary’s property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on the books of the other Loan DocumentsCompany or such Subsidiary; (b) Liens existing on any Property at imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the time ordinary course of its acquisition and business which secure payment of obligations not created in anticipation of such acquisitionmore than 60 days past due; (c) Liens arising pursuant to any order out of attachmentpledges or deposits under worker’s compensation laws, distraint unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedingslegislation; (d) Liens for taxes not yet due Utility easements, building restrictions and such other encumbrances or which charges against real property as are being contested in good faith by appropriate proceedings, provided that adequate reserves of a nature generally existing with respect thereto -------- are maintained on to properties of a similar character and which do not in any material way affect the books marketability of the Borrower same or interfere with the use thereof in the business of the Company or its Subsidiaries; (e) Liens incurred in connection with any transfer of an interest in accounts or notes receivable or related assets as part of a Qualified Receivables Transaction, Off-Balance Sheet Liability or a Supply Chain Finance Program permitted hereunder; (f) Liens created after the date hereof by conditional sale or other title retention agreements (including Capital Leases) or in connection with purchase money Debt with respect to equipment and fixtures acquired by the Company or its Subsidiaries in the ordinary course of business, involving the incurrence of an aggregate amount of Debt of no more than $10,000,000 outstanding at any time for all such Liens (provided that such Liens attach only to the assets financed and such Debt is incurred within 30 days following such purchase and does not exceed 100% of the purchase price of the subject assets); (g) Liens arising in the ordinary course of business which are contractual rights in accordance with the standard terms of a creditor depository institution relating to bankers’ liens, rights of set-off or similar rights relating to the establishment of depositary relationships with banks and not given in connection with the issuance of, or to secure, any Debt; (h) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and amendments, modifications, extensions, refinancings, renewals and replacements thereof that do not increase the outstanding principal amount thereof (i) in conformity with GAAPaddition to Liens otherwise described in clauses (a) through (h) above, Liens securing an aggregate amount of Debt outstanding at any time of no more than $10,000,000; (ej) Liens created by operation any Lien on any property or asset of law the Company or any Subsidiary existing on the date hereof and set forth in Schedule 10.4, provided that (i) such Lien shall not securing apply to any other property or asset of the payment of Indebtedness for money borrowed Company or guaranteedany Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in renewals and replacements thereof that do not increase the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedingsoutstanding principal amount thereof; (fk) pledges or deposits Liens in connection with workers' compensation, unemployment insurance favor of the Collateral Agent securing the Secured Obligations and other social security legislation and deposits subject to the Intercreditor Agreement, (l) Liens on assets of the Modine Holding Consolidated Group securing liability to insurance carriers Debt owing by the Modine Holding Consolidated Group that is permitted under insurance or self-insurance arrangementsSection 10.2(j); (gm) deposits Liens in favor of the Bank Agent in property of Foreign Subsidiaries to secure the performance obligations permitted under Section 10.2 of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in Foreign Subsidiaries that are borrowers under the ordinary course of businessCredit Agreement; and (hn) easementsLiens on up to $10,000,000 of cash or cash equivalents securing obligations of the Company and Subsidiaries under Swap Contracts. Any Debt described in this Section 10.4 is not in addition to Debt permitted under Section 10.2, rights-of-way, restrictions and other similar encumbrances incurred any Debt of the Company or any of its Subsidiaries must be in the ordinary course of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentscompliance with Section 10.2.

Limitation on Liens. The Borrower shall will not, and shall will not permit ------------------- any of its Subsidiaries to, create, incur, assume assume, or suffer to exist any Lien upon any of its propertyrespective revenues, assets property (including fixed assets, inventory, Real Property, intangible rights and Capital Stock) or revenuesother assets, whether now owned or hereafter acquired, except for:other than the following ("Permitted Liens"): (a) Liens created hereunder for taxes, assessments or under any other governmental charges or levies to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of the other Loan DocumentsSection 7.09; (b) Liens existing on encumbering property of any Property at the time Mission Entity consisting of its acquisition carriers, warehousemen, mechanics, materialmen, repairmen and not created in anticipation of such acquisition; (c) landlords and other Liens arising pursuant to any order by operation of attachment, distraint or similar legal process arising law and incurred in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby ordinary course of business for sums which are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due overdue or which are being contested in good faith by appropriate proceedings, provided that adequate proceedings and (if so contested) for which appropriate reserves with respect thereto -------- are have been established and maintained on the books of the Borrower or its Subsidiaries, as the case may be, such Mission Entity in conformity accordance with GAAP; (ec) Liens created by operation encumbering property of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising any Mission Entity incurred in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; business (fi) pledges or deposits in connection with workers' compensation, unemployment insurance and insurance, or other social security legislation and deposits securing liability to insurance carriers under forms of governmental insurance or self-insurance arrangements; (g) deposits benefits, or to secure the performance of bids, trade tenders, statutory obligations, leases, and contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred Indebtedness) entered into in the ordinary course of business; andbusiness of such Mission Entity or (ii) to secure obligations on surety, performance or appeal bonds so long as the obligations secured by Liens under this clause (ii) do not exceed $500,000 in the aggregate at any time outstanding for all Mission Entities; (hd) easements, rights-of-way, reservations, permits, servitudes, zoning and similar restrictions and other similar encumbrances incurred or title defects (i) described in the ordinary course of business, Mortgage Policies or (ii) which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount, and which do not in any case materially detract from the foregoingvalue of the property subject thereto or interfere with the ordinary conduct of the business of any Mission Entity; (e) judgment Liens securing amounts not in excess of (i) $250,000 and (x) in existence less than 30 days after the entry thereof, (y) with respect to which execution has been stayed or (z) with respect to which the LCG License Subsidiary shall not be permittedappropriate insurance carrier has agreed in writing that there is coverage by insurance or (ii) $250,000 in the aggregate at any time outstanding for all Mission Entities; (f) Liens securing documentary letters of credit; provided such Liens attach only to the property or goods to which such letter of credit relates; (g) purchase money security interests encumbering, under any circumstances, to incur any consensual Liens or Liens securing otherwise encumbering at the payment time of Indebtedness the acquisition thereof by the Borrower or its Subsidiaries, (i) Real Property, provided that such security interests and Liens do not secure amounts in excess of $1,500,000 in the aggregate at any time outstanding for money borrowed the Borrower and its Subsidiaries and (ii) equipment, furniture, machinery or guaranteedother assets hereafter acquired by the Borrower or its Subsidiaries for normal business purposes, other than and refinancings, renewals and extensions of such security interests and Liens, provided that such security interests and Liens do not secure amounts in excess of $1,500,000 in the aggregate at any time outstanding for the Borrower and its Subsidiaries; (h) interests in Leaseholds under which a Mission Entity is a lessor, provided such Leaseholds are otherwise not prohibited by the terms of this Agreement; (i) bankers' Liens in respect of deposit accounts that are not part of the perfected Collateral; (j) Liens created by the Loan Security Documents; (k) Liens represented by the escrow of cash or Cash Equivalents, and the earnings thereon, securing the obligations of the Borrower or any of its Subsidiaries under any agreement to Acquire, or pursuant to which it Acquired, Reinvestment Assets in accordance with this Agreement or other assets which it is permitted to Acquire pursuant to Section 8.04 (including by waiver or consent) or securing the obligations of the Borrower or any of its Subsidiaries to the seller of the property under any agreement pursuant to which the Borrower or any of its Subsidiaries may Acquire Reinvestment Assets in accordance with this Agreement or other assets which the Borrower or its Subsidiaries are permitted to Acquire pursuant to Section 8.04 (including by waiver or consent); (l) the options to purchase assets of any Mission Entity granted by such Mission Entity to the Ultimate Nexstar Parent or one or more of its Subsidiaries; and (m) other Liens, so long as the obligations secured thereby do not exceed $250,000 in the aggregate at any time outstanding.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:for the following (Liens described below are herein referred to as “Permitted Liens”; provided, however, that no reference to a Permitted Lien herein, including any statement or provision as to the acceptability of any Permitted Lien, shall in any way constitute or be construed so as to postpone or subordinate any Liens or other rights of the Agents, the Lenders or any of them hereunder or arising under any other Loan Document in favor of such Permitted Lien): (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition for taxes, assessments and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes charges not yet due delinquent or the nonpayment of which in the aggregate could not reasonably be expected to have a Material Adverse Effect, or which are being contested in good faith by appropriate proceedings, provided that proceedings diligently conducted and adequate reserves with respect thereto -------- are maintained on the books of the Parent Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business and relating to obligations which are not overdue for a period of more than 45 sixty (60) days or which are being contested in good faith by appropriate proceedingsproceedings diligently conducted; (fc) pledges Liens of landlords or of mortgagees of landlords arising by operation of law or pursuant to the terms of real property leases, provided that the rental payments secured thereby are not yet due and payable; (d) pledges, deposits or other Liens in connection with workers' ’ compensation, unemployment insurance and insurance, other social security legislation and benefits or other insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements); (ge) deposits Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, if appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order, are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (f) Liens to secure the performance of bids, trade contracts (other than for borrowed money), obligations for utilities, leases, statutory obligations, surety and appeal bonds, performance bonds, judgment and like bonds, replevin and similar bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hg) zoning restrictions, easements, rights-of-way, restrictions and on the use of property, other similar encumbrances incurred in the ordinary course of businessbusiness and minor irregularities of title, which, in which do not materially interfere with the aggregate, would not cause ordinary conduct of the business of the Parent Borrower and its Subsidiaries taken as a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or whole; (h) Liens securing or consisting of (i) Indebtedness of the payment Parent Borrower and its Subsidiaries permitted by subsection 8.2(h) incurred to finance or refinance the acquisition, leasing, construction or improvement of Indebtedness for money borrowed fixed or guaranteed, other than Liens created by the Loan Documents.capital assets or

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder for taxes, assessments or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes charges not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's, supplier's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which are being contested in good faith by appropriate proceedingsproceedings and Liens securing judgments to the extent not constituting an Event of Default pursuant to Section 8(h); (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (f) Liens in existence on the Closing Date listed on Schedule 7.3(f) (and any replacements or extensions thereof), securing Indebtedness permitted by Section 7.2(e), provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the Closing Date (by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries, each of which Liens either (i) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (ii) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the LCG License cost (including the cost of construction) of such Property and permitted by Section 7.2; provided that (A) no such Lien shall extend to or cover any Property of the Borrower or such Subsidiary other than the Property so acquired or financed, and (B) the principal amount of Indebtedness secured by any such Lien shall not be permittedat no time exceed 80% of the fair market value (as determined in good faith by a Responsible Officer of the Borrower) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any circumstances, to incur lease entered into by the Borrower or any consensual Liens or other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) Liens securing Indebtedness permitted by Section 7.2(g) in respect of a leasehold interest of the payment Borrower or its Subsidiaries in a facility located in Rome, New York; (k) Liens arising from precautionary UCC financing statement filings regarding operating leases or consignment arrangements entered into by the Borrower or its Subsidiaries in the ordinary course of business; (l) Liens in favor of banking institutions encumbering the deposits (including the right of setoff) held by such banking institutions in the ordinary course of business and which are within the general parameters customary in the banking industry; (m) Liens on the property or assets of a corporation which becomes a Subsidiary after the Closing Date securing Indebtedness permitted by Section 7.2, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any additional property or assets of such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased; (n) Liens not otherwise permitted by this Section 7.3 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $5,000,000 at any one time; (o) Liens securing Indebtedness permitted by Section 7.2(m) on the real property acquired in or otherwise related to the Largo Acquisition; (p) Liens on accounts receivable or related ancillary rights and assets sold, transferred, encumbered or otherwise disposed of, or purported to have been sold, transferred, encumbered or otherwise disposed of pursuant to a Receivables Transfer Program in accordance with Section 7.5(k); and (q) Liens in the nature of escrow arrangements for money borrowed or guaranteed, other than Liens created by deferred payments to be made in connection with a Permitted Business Acquisition to the Loan Documentsextent such payments constitute amounts permitted under Section 7.8(k) and the rights of any beneficiary thereunder.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the for taxes, assessments and other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes governmental charges not yet due or which are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiariesthe applicable Restricted Subsidiary, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Borrower or such Restricted Subsidiary; (f) Liens securing Indebtedness of the Borrower or any Restricted Subsidiary permitted by Section 7.2(d) or 7.2(j) incurred to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by such Lien shall at no time exceed the purchase price of such property; (g) Liens on the property or assets of a Material Adverse Effect. Notwithstanding Person which becomes a Restricted Subsidiary after the foregoingdate hereof securing Indebtedness permitted by Section 7.2(e); provided that (i) such Liens existed at the time such Person became a Restricted Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets of such Person after the LCG License Subsidiary time such Person becomes a Restricted Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, (i) if appropriate legal proceedings which have been initiated for the review of such judgment, decree or order are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be permittedinitiated shall not have expired or (ii) if such judgment, under any circumstances, to incur any consensual Liens decree or Liens securing order shall have been discharged within 45 days of the payment of Indebtedness for money borrowed entry thereof or guaranteed, other than execution thereof has been stayed pending appeal; (i) Liens created by pursuant to the Loan DocumentsPledge Agreements; and (j) Liens existing, or provided for under arrangements existing, as of the date hereof as described on Schedule 7.3(j).

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachmentfor taxes, distraint or similar legal process arising in connection with court proceedings so long as the execution assessments, charges or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes government levies not yet due delinquent or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlord’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits by or on behalf of the Borrower or any of its Subsidiaries to secure the performance of tenders, bids, trade contracts (other than for borrowed money), leases, statutory obligations, self insurance or reinsurance obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) (i) easements, rights-of-way, restrictions restrictions, covenants and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, would do not cause 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 Borrower or any of its Subsidiaries and (ii) any other Lien or exception to coverage described in a Material Adverse Effect. Notwithstanding mortgage policy of title insurance or surveys issued in favor of and accepted by the foregoingAdministrative Agent with respect to any real property subject to a Mortgage; (f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional Property after the LCG License Subsidiary Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.2(c) to finance the acquisition, construction or improvement of fixed or capital assets, provided that (i) such Liens shall be created within 30 days of the acquisition of such fixed or capital assets, (ii) such Liens do not be permitted, at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor or sublessor or lessee or sublessee under any circumstanceslease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (j) any interest of Verizon Information Services Inc. granted pursuant to the Intellectual Property Agreement, any interest of a licensee or sublicensee under any licenses or sublicenses entered into by the Borrower or any of its Subsidiaries in the ordinary course of business, in each case to the extent not interfering in any material respect with the business of the Borrower or any of its subsidiaries; (k) Liens consisting of customary rights of set-off of or banker’s liens on amounts on deposit, to incur any consensual the extent arising by operation of law, incurred in the ordinary course of business; (l) Liens on the property or assets of a Person which becomes a Subsidiary of the Borrower after the date hereof, or if acquired by such Person after the date hereof, securing Indebtedness permitted by Section 7.2(n); provided that (i) such Liens securing existed at the payment time such Person became a Subsidiary of the Borrower and (ii) the amount of Indebtedness for money borrowed or guaranteed, other than secured thereby is not increased and such Liens created by are not expanded to cover additional Property; (m) Liens on the Loan Documentsassets of any Excluded Foreign Subsidiary which secure Indebtedness permitted pursuant to Section 7.2(o); and (n) Liens (not otherwise permitted hereunder) which secure obligations permitted hereunder not exceeding $20,000,000 in the aggregate at any time outstanding.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, create, incur, assume Create or suffer to exist any Lien upon any of its propertyProperty, assets income or revenuesprofits, whether now owned or hereafter acquired, except forexcept: (ai) Liens created hereunder at any time granted in favor of Administrative Agent for the benefit of Administrative Agent and Lenders; (ii) Liens for taxes, assessments or under governmental charges (excluding any Lien imposed pursuant to any of the other Loan Documentsprovisions of ERISA and any Environmental Lien) not yet due, or being contested in the manner described in subsection 7.1.14 hereto, but only if in Administrative Agent’s judgment such Lien would not reasonably be expected to adversely effect Administrative Agent’s rights or the priority of Administrative Agent’s Lien on any Collateral; (biii) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of businessthe business of any Credit Party or any of its Subsidiaries by operation of law or regulation, which are but only if payment in respect of any such Lien is not overdue for a period at the time required and such Liens do not, in the aggregate, materially detract from the value of more than 45 days the Property of such Credit Party or which are being contested any of its Subsidiaries or materially impair the use thereof in good faith by appropriate proceedingsthe operation of the business of such Credit Party or any of its Subsidiaries; (fiv) pledges Purchase Money Liens securing Permitted Purchase Money Indebtedness; (v) such other Liens existing on the Closing Date and as appear on Exhibit 8.2.5 hereto; (vi) Liens incurred or deposits made in the ordinary course of business in connection with workers' (1) worker’s compensation, social security, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance like laws or self-insurance arrangements; (g2) deposits to secure the performance of bids, trade contracts (other than for borrowed money)sales contracts, leases, statutory obligations, work in progress advances and other similar obligations not incurred in connection with the borrowing of money or the payment of the deferred purchase price of property; (vii) reservations, covenants, zoning and other land use regulations, title exceptions or encumbrances granted in the ordinary course of business, affecting real Property owned or leased by a Credit Party or one of its Subsidiaries; provided that such exceptions do not in the aggregate materially interfere with the use of such Property in the ordinary course of any Credit Party’s or such Subsidiary’s business; (viii) judgment Liens that do not give rise to an Event of Default under subsection 10.1.12; (ix) Liens securing Indebtedness permitted by subsection 8.2.3(ix), but only so long as the Intercreditor Agreement shall be in full force and effect and applicable to all Indebtedness secured by such Liens; (x) deposits to secure surety and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business; and; (hxi) easementsLiens on proceeds payable under any insurance policy (whether arising by statute or contract) to the extent securing the payment of the unpaid portion of annual insurance premiums payable by Credit Parties and their Subsidiaries in respect of such insurance policy, rights-of-way, restrictions and other similar encumbrances provided that the aggregate amount so secured shall not at any time exceed $2,500,000; (xii) Liens securing Product Obligations incurred in the ordinary course of business, which, business and not for speculative purposes; (xiii) Liens of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the aggregatecourse of collection; and (xiv) Liens in favor of New Holland Credit Company and its parent entities, would not cause a Material Adverse Effect. Notwithstanding Daewoo Heavy Industries America Corporation, Stihl Incorporated and Mitsui Machinery Distribution, Inc. (the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances“Specified Vendors”), to incur the extent and only to the extent such Liens encumber property sold or leased to Credit Parties by such Specified Vendors which has not been paid in full, and only to the extent that the principal amount of the obligations secured by such Liens does not exceed $2,500,000 in the aggregate at any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsone time outstanding.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the for taxes, assessments, fees and other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed governmental charges and claims secured thereby that are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided PROVIDED that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiariesthe applicable Subsidiary, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, suppliers' mechanics', materialmen's, vendors', repairmen's or 's, landlords' and other like Liens arising in the ordinary course of business, business securing obligations which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or Liens incurred and deposits made in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits made to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory and regulatory obligations, surety and appeal bonds, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easementsLiens constituting survey exceptions, encumbrances, easements and reservations of, or rights of others for, rights-of-way, zoning and other restrictions as to the use of real properties and other similar encumbrances incurred in the ordinary course of businessbusiness which, with respect to all of the foregoing, do not secure the payment of Indebtedness of the type described in clauses (a)-(d) of the definition thereof and which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding 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 Borrower or any Subsidiary; (f) Liens in favor of the Borrower securing Indebtedness of any Subsidiary to the Borrower; (g) Liens encumbering gathering system assets that arise under operation of law incurred in the ordinary course of business which, with respect to all of the foregoing, the LCG License Subsidiary shall do not be permitted, under any circumstances, to incur any consensual Liens or Liens securing secure the payment of Indebtedness of the type described in clauses (a)-(d) of the definition thereof and 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 Borrower or any Subsidiary; (h) Liens reserved in oil and gas mineral leases for money borrowed bonus or guaranteedrental payments and for compliance with the terms of such leases, PROVIDED that the amount of any obligations secured thereby that are delinquent, that are not diligently contested in good faith and for which adequate reserves are not maintained by the Borrower or the applicable Subsidiary, as the case may be, do not exceed, at any time outstanding, the amount owing by the Borrower or any Subsidiary, as applicable, for one month's payments as due thereunder; and PROVIDED, FURTHER, the aggregate amount of obligations secured by Liens permitted by this paragraph (h) shall not exceed, at any time outstanding, $10,000,000. (i) Liens (not otherwise permitted hereunder) on property not included in the Borrowing Base which secure obligations not exceeding $10,000,000 in aggregate principal amount at any time outstanding, PROVIDED no such Liens under this clause (i) shall encumber any Capital Stock or other than equity interests pledged under the Guarantee and Collateral Agreement; (j) Liens created by pursuant to the Loan Security Documents.; (k) Liens constituting "Permitted Encumbrances" under and as such term is defined in the respective Mortgages;

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition for taxes, assessments and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes governmental charges not yet due or which are being contested in good faith by appropriate proceedings, provided provided, that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Borrower or any Subsidiary; (f) Liens related to precautionary UCC financing statement filings regarding operating leases entered into by the Borrower and its Subsidiaries in the ordinary course of business; (g) Liens in favor of banking institutions arising as a Material Adverse Effect. Notwithstanding matter of law and encumbering the foregoing, deposits (including the LCG License Subsidiary shall not be permitted, under any circumstances, right of set off held by such banking institutions in the ordinary course of business and which are within the general parameters customary in the banking industry); (h) Liens in favor of customs and revenue authorities arising as a matter of law to incur any consensual Liens or Liens securing secure the payment of customs duties in connection with the importation of goods; and (i) Liens listed on Schedule 7.3, securing Indebtedness for permitted by Section 7.2, provided, that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (j) purchase money borrowed Liens (including the interest of a lessor under a Financing Lease) and Liens to which any Property is subject at the time of the acquisition thereof securing Indebtedness permitted by Section 7.2(c) and limited in each case to the property purchased or guaranteedsubject to such lease; (k) any attachment or judgment Lien the existence of which does not constitute an Event of Default under paragraph (g) of Article 8; and (l) additional Liens securing Indebtedness which, other than Liens in the aggregate with the amount guaranteed pursuant to any Guarantee Obligation created by in reliance upon the Loan Documentsprovisions of Section 7.4, does not exceed 10% of the consolidated Tangible Net Worth of the Borrower and its Subsidiaries (measured as of the end of the previous fiscal quarter); provided, that no Default or Event of Default has occurred and is continuing at the time that such Indebtedness is incurred.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are 50 maintained on the books of the Borrower Borrowers or its their Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Borrowers or any of their Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional Property after the date hereof and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrowers or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, lessor under any circumstanceslease entered into by the Borrowers or any other Subsidiary in the ordinary course of its business and covering only the assets so leased, including, without limitation, in connection with Indebtedness permitted by Section 7.2(j); (j) Liens in favor of customs and revenue authorities arising as a matter of law to incur any consensual Liens or Liens securing the secure payment of Indebtedness customs duties in connection with the importation of goods; (k) judgment Liens in an aggregate amount not in excess of $2,000,000; (l) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for money borrowed the account of either of the Borrowers or guaranteed, other than any of the Subsidiaries where such Lien secures the obligations of such Borrower or such Subsidiary in respect of such letter of credit; and (m) Liens against Collateral in favor of PBGC in connection with any Plan which are junior to the Liens created by pursuant to the Loan Security Documents; provided that an intercreditor agreement satisfactory to the Administrative Agent shall be in effect with respect to such Collateral.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens, if any, securing the obligations of the Company under this Agreement and the Notes, including Liens created hereunder or under any Section 8.1 of the other Loan Documentsthis Agreement; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (ec) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fd) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (ge) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Company or such Subsidiary; (g) Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property or any material improvements to the property listed on Schedule V after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (h) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the original purchase price of such property; (i) Liens on the property or assets of a Material Adverse Effect. Notwithstanding Person which becomes a Subsidiary after the foregoingdate hereof, provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets after the time such Person becomes a Subsidiary and (iii) the amount of Indebtedness secured thereby, if any, is not increased; (j) Liens on the Headquarters, the LCG License Subsidiary shall Waterside Garage, the Clocktower Building and the Waterside Building; or (k) Liens not be permitted, otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any circumstances, to incur any consensual Liens or Liens securing time 10% of Consolidated Net Tangible Assets as at the payment end of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsimmediately preceding fiscal quarter of the Company.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for: (a) Liens created hereunder for Taxes not overdue by more than 45 days or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant with respect to any order of attachmentTaxes, distraint or similar legal process arising in connection with court proceedings so long as the execution assessments or other enforcement thereof is effectively stayed and claims secured thereby governmental charges or levies that are being contested in good faith by appropriate proceedings, provided that, in the case of Liens with respect to contested Taxes, assessments or other governmental charges or levies, adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP, and Liens for property Taxes on property that the Borrower or any of its Subsidiaries has determined to abandon (so long as such abandonment is not prohibited by this Agreement or any of the other Loan Documents), if the sole recourse for such Tax is to such property; (db) Liens securing judgments for taxes the payment of money not yet due constituting an Event of Default under Section 7.1(h); (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, contractor’s or which other like Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 90 days, or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of Holdings, the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP(i) GAAP or (ii) a bond or other security reasonably acceptable to the Administrative Agent in an amount equal to 100.0% of such obligations is procured; (d) undetermined or inchoate Liens incidental to current operations which have not at such time been filed and which do not secure Indebtedness; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gf) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, concessions, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and, or deposits to secure letters of credit, bank guarantees, bankers’ acceptances, cash management obligations (including credit card processing obligations) or similar instruments related thereto; (hg) restrictions, covenants, land use contracts, rent charges, building schemes, declarations of covenants, conditions and restrictions, servicing agreements in favor of any Governmental Authority, easements, rights-of-way, restrictions and servitudes or other similar encumbrances rights in or with respect to real property (including open space and conservation easements, restrictions or similar agreements and rights of way and servitudes for railways, water, sewer, drainage, gas and oil pipelines, electricity, light, power, telephone, telegraph, internet or cable television services and utilities) granted to or reserved by other Persons or properties, incurred in the ordinary course of business, whichwhich in the aggregate do not materially impair the use of or the operation of the business of such Person or the property subject thereto; (h) the right reserved to or vested in any Governmental Authority, by the terms of any Permit acquired by such Person or by any Law, to terminate any such Permit or to require annual or other payments as a condition to the continuance thereof; (i) the Lien resulting from the deposit of cash or securities in connection with any of the Liens permitted by Sections 6.2(a), (b) or (c), or in connection with contracts, tenders, leases or expropriation proceedings, or to secure workers’ compensation, surety or appeal bonds, costs of litigation when required by Law and public and statutory obligations, and any right of refund, set-off or charge-back, or Liens of a collection bank on items in the course of collection, available to any bank or financial institution, including under the general terms and conditions of such bank or financial institution and/or its bank account opening documents or arising as a matter of Law; (j) any security given to a public authority or other service provider or any other Governmental Authority when required by such utility or other Governmental Authority in connection with the operations of such person in the ordinary course of its business; (k) any agreement or option to lease, license, sub-lease or sub-license (as lessee, lessor, licensee or licensor) any Property or right of use or occupancy assumed or entered by or on behalf of any NFE Group Member in the ordinary course of its business (including any Liens arising in connection with Indebtedness permitted by Section 6.1(c)); (l) the reservations, limitations, provisos and conditions, if any, expressed in any grants from any Governmental Authority or any similar authority; (m) title defects or irregularities which are of a minor nature and in the aggregate will not materially impair the use of the Property for the purposes for which it is held by the Borrower or any of its Subsidiaries; (n) Liens securing Non-Recourse Indebtedness (or Refinancing Indebtedness in respect thereof) permitted to be incurred pursuant to Section 6.1(n); provided that (i) such Liens shall be created within 365 days of the acquisition, purchase, lease, development, construction, repair, replacement, refurbishment, repositioning or improvement of the Property, equipment or other assets financed by such Indebtedness, (ii) such Liens do not at any time encumber any Property, equipment or other assets other than the Property, equipment or other assets financed by such Indebtedness, replacements thereof, additions and accessions to such Property, proceeds and products thereof and customary security deposits in connection therewith and (iii) the Capital Stock of the NFE Group Member incurring such Non-Recourse Indebtedness; (o) Liens securing Indebtedness permitted by Section 6.1(d) in existence on the Closing Date and listed on Schedule 6.2(o), and any modifications, replacements, renewals or extensions thereof, provided, that no such Lien is spread to cover any additional Property after the Closing Date (other than (i) after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted to be incurred under Section 6.1(d) and (ii) proceeds and products thereof) and that the principal amount of Indebtedness secured thereby is not increased (other than capitalized amounts related to fees and expenses incurred with respect thereto and unpaid accrued interest and premiums thereon); (p) Liens securing Non-Recourse Indebtedness (or Refinancing Indebtedness in respect thereof) permitted to be incurred pursuant to Section 6.1(e); provided that such Liens shall not encumber any Property other than (i) the assets, property or equipment the purchase, lease, improvement, development, construction, remanufacturing, refurbishment, handling and repositioning or repair of which such Non-Recourse Indebtedness was incurred to finance, replacements thereof, additions and accessions thereto, proceeds and products thereof and customary security deposits (whether such purchase, lease, improvement, development, construction, manufacturing, refurbishment, handling and repositioning or repair occurs or is commenced prior to, concurrently with or reasonably promptly following such incurrence) and (ii) the Capital Stock of the NFE Group Member incurring such Non-Recourse Indebtedness; (q) Liens created pursuant to the Loan Documents; (r) Liens securing Indebtedness incurred pursuant to Section 6.1(f); provided, that (i) such Liens shall be created within 365 days of the acquisition purchase, lease, development, construction, repair, replacement, refurbishment, repositioning or improvement of such Property, equipment or other assets and (ii) such Liens do not at any time encumber any Property, equipment or other assets other than the Property, equipment or other assets financed by such Indebtedness, replacements thereof, additions and accessions to such property, proceeds and products thereof and customary security deposits; (s) Liens on property of any NFE Group Member that is not a Loan Party, which Liens secure Indebtedness of such NFE Group Member or another NFE Group Member that is not a Loan Party, in each case, to the extent permitted under Section 6.1; (t) any right of set-off, refund or charge-back available to any bank or other financial institution or any other Lien arising in connection therewith; (u) Liens securing Indebtedness incurred pursuant to Section 6.1(k); (v) Liens securing Indebtedness incurred pursuant to Section 6.1(m); provided that such Liens do not at any time encumber any property or assets other than the assets or business (including Capital Stock) acquired in such acquisition or, in the aggregatecase of financing of multiple financings of property or assets provided by the applicable financing source, would not cause any other property or assets financed by such financing source; (w) Liens on cash collateral to secure letters of credit permitted by Section 6.1(i); (x) Liens in favor of customs and revenue authorities arising as a Material Adverse Effect. Notwithstanding matter of Law to secure payment of customs duties in connection with the foregoingimportation of goods in the ordinary course of business; (y) Restrictions on the Disposition of any Property subject to an agreement to Dispose of such Property in a transaction permitted under Section 6.4; (z) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the LCG License Subsidiary shall not be permitted, under sale of goods entered into by any circumstances, to incur any consensual NFE Group Member in the ordinary course of business; (aa) Liens or Liens on insurance policies and the proceeds thereof securing the payment financing of the premiums with respect thereto; (bb) [Reserved]; (cc) other Liens of any NFE Group Member securing obligations not constituting Indebtedness for money borrowed or guaranteed, other than in an aggregate principal amount at any time outstanding not to exceed $5,000,000; (dd) [Reserved]; and (ee) Liens created on assets of Excluded Subsidiaries securing Indebtedness permitted by the Loan DocumentsSection 6.1(t).

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, create7.3 Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- to contested taxes are maintained on the books of the Borrower Holdings or one of its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', landlord's, warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, insurance contracts, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions restrictions, covenants, minor exceptions to title and other similar encumbrances (i) previously or hereinafter incurred in the ordinary course of business, business which, in the aggregate, would are not cause material in amount and which, in the case of such encumbrances on any of the Mortgaged Properties, do not in the aggregate materially detract from the value of the Property subject thereto or, in the case of such encumbrances on other property, materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or (ii) which are set forth in the title reports delivered to the Administrative Agent on or prior to the Closing Date pursuant to subsection 5.1(g)(iii) or after the Closing Date pursuant to subsection 6.10(b); (f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by subsection 7.2(d) (including refinancings, refundings, renewals and extensions of such Indebtedness as permitted by subsection 7.2(d)), provided that no such Lien is spread to cover any additional property (other than after acquired title in or on such property and proceeds of the existing collateral in accordance with the instrument creating such Lien) after the Closing Date and that the amount of Indebtedness secured thereby is not increased except pursuant to the instrument creating such Lien (without any modification thereof after the date hereof); (i) Liens securing Indebtedness of the Borrower or any of its Subsidiaries permitted pursuant to subsections 7.2(c) (provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (C) the amount of Indebtedness secured thereby is not increased except pursuant to the instrument creating such Lien (without any modification thereof after the date hereof)) and (ii) Liens existing on any property or asset at the time of acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Material Adverse Effect. Notwithstanding Subsidiary after the foregoingdate hereof at the time such Person becomes a Subsidiary (provided that (x) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the LCG License Subsidiary case may be, (y) such Lien shall not be permittedapply to any other property or assets of the Borrower or any of its Subsidiaries and (z) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be); (h) Liens created pursuant to the Security Documents; 75 70 (i) any interest or title of a lessor under any circumstanceslease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (j) any obligations or duties affecting any of the Property of the Borrower or its Subsidiaries to any municipality or public authority with respect to any franchise, grant, license or permit which do not materially impair the use of such Property for the purposes for which it is held; (k) Liens imposed by operation of law with respect to incur any consensual judgments or orders not constituting an Event of Default; (l) attachment or judgment Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, (other than judgment Liens created paid or fully covered by insurance which are not outstanding for more than 60 days) in an aggregate amount outstanding at any one time not in excess of $1,000,000; (m) Liens arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements entered into by the Loan DocumentsBorrower or any of its Subsidiaries in the ordinary course of business; (n) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the right of set-off) held by such banking institution incurred in the ordinary course of business and which are within the general parameters customary in the banking industry; (o) licenses (other than Station Licenses), leases or subleases permitted hereunder granted to others not interfering in any material respect with the business of Holdings or any of its Subsidiaries; (p) Liens on property of the Borrower or any of its Subsidiaries in favor of landlords securing licenses (other than Station Licenses), subleases and leases permitted hereunder and granted to others and not interfering in any material respect in the business of Holdings or any of its Subsidiaries; and (q) Liens not otherwise permitted by this subsection 7.3 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $5,000,000 at any one time.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due delinquent or the nonpayment of which in the aggregate could not reasonably be expected to be material to the business and assets of the Borrower and its Subsidiaries or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- to taxes being so contested are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges pledges, deposits or deposits other Liens in connection with workers' compensation, unemployment insurance and insurance, other social security legislation and benefits or other insurance-related obligations (including, without limitation, pledges or deposits securing liability liabilities to insurance carriers under insurance or self-insurance arrangements); (gd) deposits Liens to secure the performance of bids, trade contracts (other than for borrowed money), leases, utility statutory obligations, surety and appeal bonds, performance bonds, judgment and like bonds, replevin and similar bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) zoning restrictions, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichbusiness and minor imperfections of title which do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries taken as a whole; (f) Liens on the assets or, in the aggregatecase of floating Liens, would types of assets in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(e), provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not cause increased except as permitted by Section 7.2(e); (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Sections 7.2(c) and (d) or Section 7.2(i), provided that (i) such Liens shall be created substantially simultaneously with the acquisition financed with the Indebtedness secured thereby or, in the case of any acquisition of fixed or capital assets, within six months after such acquisition and (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a Material Adverse Effect. Notwithstanding lessor under any lease entered into by the foregoingBorrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, if appropriate legal proceedings which may have been duly initiated for the LCG License Subsidiary review of such judgment, decree or order, are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be permittedinitiated shall not have expired; (k) Liens existing on assets or properties at the time of the acquisition thereof by the Borrower or any of its Subsidiaries which do not materially interfere with the use, under occupancy, operation and maintenance of structures existing on the property subject thereto or extend to or cover any circumstancesassets or properties of the Borrower or such Subsidiary other than the assets or property being acquired; (l) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to incur the Capital Stock of any consensual joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement, provided that no such encumbrance or restriction affects in any way the ability of the Borrower or any of its Subsidiaries to comply with Section 6.9; (m) Liens on Intellectual Property (as defined in Section 4.9) to the extent such Liens arise from the granting of licenses to use such Intellectual Property to any Person in the ordinary course of business of the Borrower or any of its Subsidiaries or result from the joint ownership of such Intellectual Property; (n) Liens on Property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted by Section 7.2(n) and recourse obligations of such Foreign Subsidiary in respect of sales of receivables permitted by the payment proviso to Section 7.5(i), provided that the aggregate amount of Indebtedness for money borrowed or guaranteed, other than and obligations secured by Liens created described in this paragraph and the fair market value (as determined by the Loan DocumentsBorrower in good faith) of the Property subject to such Liens shall at no time exceed $12,000,000; and (o) Liens arising from leases or subleases granted to others in the ordinary course of business not interfering in any material respect with the business or operations of the Borrower or any of its Subsidiaries.

Limitation on Liens. The Borrower shall not, and Issuers shall not permit ------------------- any of its Subsidiaries to, create, incur, assume assume, or suffer to exist any Lien of any kind upon or with respect to any of its propertyproperty or assets, assets or revenuesassign or otherwise convey any right to receive income, whether now owned including the sale or hereafter acquireddiscount of Accounts with or without recourse, except for:the following (“Permitted Liens”): (ai) Liens created hereunder or in favor of lenders under any of the other Loan Senior Credit Documents; (bii) Liens existing on any Property at as of the time date of its acquisition this Agreement and not created disclosed in anticipation of such acquisitionSchedule 7.2(a) to this Agreement; (ciii) Liens for Taxes, assessments, or other governmental charges not delinquent or being contested in good faith and by appropriate proceedings and with respect to which proper reserves have been taken by Issuer; provided, however, that the Lien shall have no effect on the value of such assets and, provided further, that a stay of enforcement of any such Lien (other than such inchoate tax Liens) shall be in effect; (iv) Landlords’ and lessors’ Liens in respect of rent not in default, or Liens in respect of pledges or deposits under workers’ 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; (v) Easements, rights of way, restrictions, and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of any Issuer’s businesses; (vi) Liens constituting a renewal, extension, or replacement of any Permitted Lien; (vii) Purchase money Liens in connection with Indebtedness permitted under Section 7.2(c); (viii) Deposits of cash with the owner or lessor of premises leased and operated by any Issuer in the ordinary course of business to secure the performance by any Issuer of its obligations under the terms of the lease for such premises; (ix) Liens arising pursuant from precautionary Uniform Commercial Code filings regarding “true” operating leases or the consignment of goods to any order Issuer; (x) Liens arising by operation of attachmentlaw under Article 2 of the Uniform Commercial Code in favor of a reclaiming seller of goods or buyer of goods; (xi) Normal and customary rights of setoff upon deposits in favor of depository institutions, distraint and Liens of a collecting bank on payment items in the course of collection; (xii) Licenses of intellectual property owned by any Issuer and granted to any person in the ordinary course of business and any restrictions or conditions on transfer, assignment or renewal customarily imposed in a license to use intellectual property; (xiii) Judgments and other similar legal process Liens arising in connection with court proceedings so long as the execution that do not constitute a Default or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedingsEvent of Default; (dxiv) Liens Pledges and deposits of cash of less than $1,000,000 to secure obligations under appeal bonds or as otherwise required in connection with court proceedings (including, without limitation, surety bonds, security for taxes not yet due costs of litigation where required by law and letters of credit) or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPany other instruments serving a similar purpose; (exv) Liens created by operation in favor of law not securing an insurance company to secure Indebtedness permitted in Section 7.2(c) hereof to finance insurance premiums; and (xvi) Liens in the payment nature of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising rights of set off in favor of contractual counterparties in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documents.

Limitation on Liens. The Each Borrower shall not, and shall not permit ------------------- any of its Subsidiaries respective Subsidiaries, and Hanover shall not permit any of its Subsidiaries, other than Non-Guarantor Subsidiaries, to, create, incur, assume assume, or suffer permit to exist any Lien mortgage, pledge, security interest, lien, encumbrance, defect in title or restriction upon any the use of its property, assets respective real or revenuespersonal properties, whether now owned or hereafter acquired, except forexcept: (a) Liens created hereunder the liens, encumbrances, or under any security interests in favor of the other Loan DocumentsLender; (b) Liens existing on any Property tax, mechanics and other non-consensual statutory liens arising in the ordinary course of Borrowers' or such Subsidiary's business to the extent: (i) such liens secure Indebtedness which is not overdue or (ii) until foreclosure or similar proceedings shall have been commenced, such liens secure Indebtedness relating to claims or liabilities which are (A) fully insured and being defended at the time sole cost and expense and at the sole risk of its acquisition and not created in anticipation of such acquisition; the insurer or (cB) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedingsproceedings available to each Borrower and are adequately escrowed for or reserved against loan availability by Lender (subject in the case of reserves established for sales and/or use taxes to the provisions of Section 2.6(b) hereof), or as otherwise provided for under arrangements satisfactory to Lender; (c) liens arising in connection with worker's compensation, unemployment insurance, surety, insurance or financial responsibility, appeal and release bonds, in each case limited to securities pledged as collateral for any of the foregoing; (d) Liens for taxes not yet due liens or which are being contested in good faith by appropriate proceedingssecurity interests constituting purchase money liens or security interests upon specific fixed assets acquired, provided that adequate reserves with respect thereto -------- are maintained or liens or security interests existing on any such fixed assets at the books time of the Borrower acquisition thereof and including capital leases; provided, that: (i) no such purchase money lien or its Subsidiariessecurity interest (or capital lease, as the case may be) with respect to specific fixed assets shall extend to or cover any other property other than the specific fixed assets so acquired, in conformity with GAAPor acquired subject to such lien or security interest (or lease), or accessions thereto and the proceeds thereof; (ii) such lien or security interest only secures the obligation to pay the purchase price of such specific fixed assets (or the obligations under the capital lease); (iii) the principal amount secured thereby shall not exceed one hundred percent (100%) of the cost of the fixed assets so acquired; and (iv) no Event of Default or Incipient Default shall have occurred and be continuing; (e) Liens created by operation liens of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in Private Credit Card Purchaser on the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedingsGECC Collateral; (f) pledges liens or deposits in connection with workers' compensationrights of set off against credit balances, unemployment insurance and but not liens on or rights of set off against other social security legislation and deposits securing liability to insurance carriers property of Borrowers, arising under insurance or self-insurance arrangements;the Third Party Credit Card Agreements; and (g) deposits to secure liens on equipment or leasehold improvements securing the performance Indebtedness under the capital lease obligations and incurred for leasehold establishment and improvements as permitted by Section 6.3(g) and (h) hereof; (h) liens on the real property and fixtures of bidsTCS Office and TCS Factory, trade contracts (other than for borrowed money)each located in LaCrosse, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessWisconsin; and (hi) easementsliens on customer lists of the Borrowers, rights-of-wayjunior in priority to Lender's liens thereon, to the extent permitted by and subject to the restrictions on enforcement and other similar encumbrances incurred restrictions set forth in the ordinary course of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documents9.25% Subordination Agreement.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:for the following (Liens described below are herein referred to as “Permitted Liens”; provided, however, that no reference to a Permitted Lien herein, including any statement or provision as to the acceptability of any Permitted Lien, shall in any way constitute or be construed so as to postpone or subordinate any Liens or other rights of the Agents, the Lenders or any of them hereunder or arising under any other Loan Document in favor of such Permitted Lien): (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition for taxes, assessments and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes charges not yet due delinquent or the nonpayment of which in the aggregate could not reasonably be expected to have a Material Adverse Effect, or which are being contested in good faith by appropriate proceedings, provided that proceedings diligently conducted and adequate reserves with respect thereto -------- are maintained on the books of the Parent Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business and relating to obligations which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedingsproceedings diligently conducted; (fc) pledges Liens of landlords or of mortgagees of landlords arising by operation of law or pursuant to the terms of real property leases, provided that the rental payments secured thereby are not yet due and payable; (d) pledges, deposits or other Liens in connection with workers' ’ compensation, unemployment insurance and insurance, other social security legislation and benefits or other insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements); (ge) deposits Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, if appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order, are being diligently prosecuted and shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (f) Liens to secure the performance of bids, trade contracts (other than for borrowed money), obligations for utilities, leases, statutory obligations, surety and appeal bonds, performance bonds, judgment and like bonds, replevin and similar bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hg) zoning restrictions, easements, rights-of-way, restrictions and on the use of property, other similar encumbrances incurred in the ordinary course of businessbusiness and minor irregularities of title, whichwhich do not materially interfere with the ordinary conduct of the business of the Parent Borrower and its Subsidiaries taken as a whole; (h) Liens securing or consisting of (i) Indebtedness of the Parent Borrower and its Subsidiaries permitted by subsection 7.1(f) incurred to finance or refinance the acquisition, leasing, construction or improvement of fixed or capital assets or (ii) Indebtedness of the Parent Borrower and its Subsidiaries permitted by subsection 7.1(g) assumed in connection with any acquisition permitted by subsection 7.8, provided that (i) such Liens shall not be created in contemplation of the acquisition permitted by subsection 7.8 and shall be created no later than the later of the date of such acquisition or the date of the assumption of such Indebtedness, and (ii) such Liens do not at any time encumber any property other than the property financed or refinanced by such Indebtedness and, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding the foregoingcase of Indebtedness assumed in connection with any such acquisition, the LCG License Subsidiary total value of the collateral constituting such Liens immediately following such acquisition shall not be permittedmaterially greater than the value of the collateral constituting such Liens immediately prior to such acquisition; (i) Liens existing on assets or properties at the time of the acquisition thereof by the Parent Borrower or any of its Subsidiaries which do not materially interfere with the use, under occupancy, operation and maintenance of structures existing on the property subject thereto or extend to or cover any circumstances, to incur any consensual assets or properties of the Parent Borrower or such Subsidiary other than the assets or property being acquired; (j) Liens or in existence on the Closing Date and listed on Schedule 7.2(j) and other Liens securing Assumed Indebtedness; (k) Liens securing Guarantee Obligations permitted under subsection 7.3(e); (l) Liens created pursuant to the Security Documents; (m) any encumbrance or restriction (including put and call agreements) with respect to the Capital Stock of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement, provided that no such encumbrance or restriction affects in any way the ability of the Parent Borrower or any of its Subsidiaries to comply with subsection 6.9(b) or (c); (n) Liens on property subject to Sale and Leaseback Transactions permitted under subsection 7.10 and general intangibles related thereto; (o) Liens on Intellectual Property; provided that such Liens result from the granting of licenses in the ordinary course of business to or from any Person to use such Intellectual Property; (p) Liens on property (i) of any Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Subsidiary permitted under subsection 7.1, Guarantee Obligations of the applicable Subsidiary permitted under subsection 7.1 or other liabilities or obligations of the applicable Subsidiary not prohibited by this Agreement; (q) Liens securing or consisting of Indebtedness of the Parent Borrower and its Subsidiaries permitted by subsection 7.1(d) and any refinancings, extensions and replacements thereof otherwise permitted under this Agreement; (r) Liens on property of any Foreign Subsidiary of the Parent Borrower securing Indebtedness of such Subsidiary permitted by subsection 7.2(q); (s) Liens (i) that are contractual rights of set-off, (ii) relating to purchase orders and other agreements entered into with customers or suppliers of the Parent Borrower or any Subsidiary in the ordinary course of business or (iii) in favor of financial institutions encumbering deposits or other amounts (including the right of set-off) which are within the general parameters customary in the banking industry; (t) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of Indebtedness for money borrowed or guaranteedcustoms duties in connection with the importation of goods; and (u) Liens not otherwise permitted hereunder, other than all of which Liens created by the Loan Documentspermitted pursuant to this subsection 7.2(u) secure obligations not exceeding $60,000,000 in aggregate amount at any time outstanding.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, such Person in conformity with GAAPGAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of businessbusiness which do not secure any monetary obligations and 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 such Person; (f) Liens (i) existing as of the Closing Date and listed on Schedule 8.3 and extensions, whichrenewals and replacements thereof that do not increase the outstanding principal amount thereof, and (ii) previously identified in writing to the Administrative Agent, arrangements for the release of which satisfactory to the Administrative Agent have been made; (g) Liens securing Indebtedness of the Borrower permitted by subsection 8.2(f) incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan, a Financing Lease or otherwise), provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the original purchase price of such property at the time it was acquired; (h) Liens on current assets of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted under subsection 8.2(i); (i) Liens (not otherwise permitted hereunder) which secure obligations in aggregate amount at any time outstanding not exceeding (as to the Borrower and all Subsidiaries), and on property with an aggregate value not exceeding, $5,000,000; (j) Liens created pursuant to the Security Documents; (k) Liens securing Indebtedness permitted by subsection 8.2(g) to the extent such Lien is secured at the time that such Person becomes a Subsidiary and was not incurred in contemplation thereof; (l) judgment Liens in respect of judgments that do not, in the aggregate, would constitute an Event of Default under clause (j) of Section 9; (m) Liens on Indebtedness incurred pursuant to the proviso of subsection 8.10(a); and (n) Liens (not cause a Material Adverse Effect. Notwithstanding otherwise permitted hereunder) upon assets which are not subject to the foregoing, Lien of the LCG License Subsidiary shall Security Documents which secure obligations in an aggregate amount at any time outstanding not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsexceed $20,000,000.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created of landlords arising by operation statute, inchoate, statutory or construction liens and liens of law not securing the payment of Indebtedness for money borrowed or guaranteedsuppliers, including mechanics, carriers', materialmen, warehousemen's, mechanics'producers, materialmen'soperators or workmen and other Liens imposed by law, repairmen's or other like Liens arising in each case created in the ordinary course of business, which are business for amounts not overdue for a period of more than 45 60 days past due or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) pledges or deposits to secure the performance of or in connection with bids, trade contracts (other than for borrowed money), leasessales, leases (other than in respect of Capital Lease Obligations), statutory obligations, surety surety, appeal and appeal customs bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, would do not cause materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 7.03(f), securing Indebtedness permitted by Section 7.02(d), provided that no such Lien is spread to cover any additional Property after the Closing Date and that the principal amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Company or any Subsidiary incurred pursuant to Section 7.02(c) to finance the acquisition or improvement of fixed or capital assets, provided that (i) such Liens shall be created within 90 days of the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, and (iii) the principal amount of Indebtedness secured thereby is not increased; (h) Liens securing Indebtedness permitted pursuant to Section 7.02(k); provided that (i) any such Lien may not extend to any other Property of the Company or any Subsidiary other than the applicable Permitted Acquisition Target and Subsidiaries thereof and (ii) any such Lien was not created in anticipation of or in connection with the Permitted Acquisition pursuant to which such Person became a Material Adverse Effect. Notwithstanding Subsidiary of the foregoingCompany; (i) Liens securing subordinated Indebtedness of the Company incurred pursuant to Section 7.02(j) and subject to intercreditor arrangements satisfactory to the Administrative Agent; (j) any Liens (i) created pursuant to the Security Documents or (ii) granted in favor of an Issuing Lender pursuant to arrangements designed to eliminate such Issuing Lender’s risk with respect to any Defaulting Lender’s or Defaulting Lenders’ participation in the Letters of Credit, the LCG License Subsidiary shall not be permitted, as contemplated by Section 2.24; (k) any interest or title of a lessor under any circumstancesoperating lease entered into by the Company or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (l) any Lien securing a Permitted Refinancing of Indebtedness secured by any Lien permitted by paragraph (f), to incur any consensual (g), (h) or (i) above; (m) Liens arising out of judgments or awards not constituting an Event of Default under paragraph (h) of Article 8; (n) Liens securing Indebtedness incurred to finance deferred insurance premiums permitted under paragraph (h) of Section 7.02, provided that such Liens shall be permitted only with respect to unearned premiums and dividends which may become payable under the relevant insurance policies and loss payments which reduce the unearned premiums under such insurance policies; (o) any Lien that is customary in the banking industry and constituting a right of set-off, revocation, refund or chargeback under a deposit agreement or under the Uniform Commercial Code of a bank or other financial institution where deposits are maintained by the Company or any Subsidiary; (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (q) Liens securing Indebtedness for money borrowed incurred pursuant to Section 7.02(i); provided no assets of the Company or guaranteedany Subsidiary Guarantor are subject thereto; and (r) Liens not otherwise permitted by this Section 7.03 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined, other than Liens created by in the Loan Documentscase of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Company and all Subsidiaries) $15,000,000 at any one time.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes and other governmental charges not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlord’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges pledges, deposits or deposits similar liens in connection with workers' ’ compensation, unemployment insurance and other social security legislation or regulation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leasesleases or subleases, statutory obligations, utilities, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances which, in the aggregate, 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 Borrower and its Subsidiaries taken as a whole; (f) Liens in existence on the date hereof listed on Schedule 6.2(f), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower and its Subsidiaries incurred to finance the acquisition of fixed or capital assets (or any refinancing thereof that does not increase the amount of such Indebtedness outstanding at the time of such refinancing plus fees and expenses incurred in connection with such refinancing), provided that (i) such Liens shall be created at or not later than 180 days after the acquisition of such fixed or capital assets and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness; (h) bankers’ liens or other liens of financial institutions, in each case arising by operation of law in the ordinary course of business; (i) Liens on the property or assets of a Person which becomes a Subsidiary on or after the date hereof securing Indebtedness of such Person or liens on any property or assets acquired after the Closing Date, whichprovided that (i) such Liens existed at the time such Person became a Subsidiary or at the time of such acquisition, as the case may be (the “relevant time”), and were not created in anticipation thereof and (ii) any such Lien is not spread to cover any additional property or assets after the aggregaterelevant time, would other than proceeds of such property or assets to the extent such proceeds were covered by the grant of security in existence at the relevant time and such grant was not cause created in anticipation thereof; (j) Liens arising out of judgments or awards (x) which are stayed or bonded pending appeal or (y) with respect to which an appeal or a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing proceeding for review is being prosecuted in good faith and adequate reserves have been provided for the payment of Indebtedness such judgment or award; (k) Liens in favor of the Borrower which secure the obligation of any Subsidiary to the Borrower; (l) Liens attaching to deposits in connection with any letter of intent, purchase agreement or similar agreement in connection with acquisitions; (m) any interest or title of a lessor or lessee under any lease entered in the ordinary course of business and covering only the assets so leased, to the extent that the same would constitute a Lien; (n) Liens (not otherwise permitted hereunder) which secure obligations not exceeding (as to the Borrower and all Subsidiaries) in aggregate an amount equal to the lesser of: (x) $300,000,000 or (y) 3.0% of consolidated total assets of the Borrower and its Subsidiaries as of the end of the fiscal quarter for money borrowed or guaranteedwhich financial statements have been delivered pursuant to Section 5.1 most recently prior to the time the latest such Lien is incurred. For purposes of determining compliance with this Section 6.2, the amount of obligations secured by Liens denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect on the latest date that obligations secured by such Liens created by the Loan Documentswere incurred.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its propertyproperties, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) inchoate Liens for taxes taxes, assessments or governmental charges or levies or Liens for taxes, assessments, governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings, provided ; PROVIDED that adequate reserves with respect thereto -------- are maintained on the books of the Parent, the Borrower or its any Subsidiaries, as the case may be, in conformity with U.S. GAAP; (eb) statutory Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like similar Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 90 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and legislation; deposits securing liability to insurance carriers under insurance or self-insurance arrangements; and deposits to secure true leases in the ordinary course; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (hd) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business and landlords' Liens which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower; (e) Liens securing Indebtedness permitted under SECTION 6.2(b) (including financing statements filed in connection with Financing Leases permitted under SECTION 6.2(b); PROVIDED that such Liens shall extend only to the equipment, fixtures and other similar property so financed (and improvements or attachments thereto) and the proceeds thereof); (f) any attachment or judgment Lien not constituting an Event of Default under SECTION 7.1(h); (g) Liens described in SCHEDULE 6.3(g) and securing Existing Indebtedness; (h) Liens created pursuant to, or permitted by the terms of, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Security Documents; (i) Liens securing the payment of Non-Recourse Indebtedness for money borrowed or guaranteed, other than permitted under SECTION 6.2(i); and (j) any Liens created by the Loan Documentssecuring Indebtedness permitted under Section 6.2(j).

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition for Taxes, assessments and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes charges not yet due delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a Material Adverse Effect, or which are being contested in good faith by appropriate proceedings, provided that proceedings diligently conducted and adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedingsproceedings diligently conducted; (fc) pledges Liens of landlords or of mortgagees of landlords arising by operation of law or pursuant to the terms of real property leases; (d) pledges, deposits or other Liens in connection with workers' ’ compensation, unemployment insurance and insurance, other social security legislation and benefits or other insurance related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements); (ge) deposits Liens arising by reason of any judgment, decree or order of any court or other Governmental Authority, in each case to the extent not constituting an Event of Default pursuant to subsection 9(h); (f) Liens to secure the performance of bids, trade contracts (other than for borrowed money), obligations for utilities, leases, statutory obligations, surety and appeal bonds, performance bonds, judgment and like bonds, replevin and similar bonds and other obligations of a like nature incurred in the ordinary course of business; and; (g) zoning restrictions, easements, rights-of-way, restrictions on the use of property, other similar encumbrances incurred in the ordinary course of business and minor irregularities of title, or discrepancies, conflicts in boundary lines, shortages in area, encroachments or any other facts which a correct survey would disclose, which do not materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries taken as a whole; (h) Liens securing or consisting of Indebtedness of the Company and its Subsidiaries permitted by subsection 8.2(g) incurred to finance the acquisition of fixed or capital assets or Indebtedness of the Company and its Subsidiaries permitted by subsection 8.2(h) incurred to finance the purchase price of, or assumed in connection with, any acquisition permitted by subsection 8.9, provided that (i) such Liens shall be created no later than the later of the date of such acquisition or the date of the incurrence or assumption of such Indebtedness, and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and, in the case of Indebtedness assumed in connection with any such acquisition, the property subject thereto immediately prior to such acquisition; (i) Liens existing on assets or properties at the time of the acquisition thereof by the Company or any of its Subsidiaries which do not materially interfere with the use, occupancy, operation and maintenance of structures existing on the property subject thereto or extend to or cover any assets or properties of the Company or such Subsidiary other than the assets or property being acquired; (i) Liens in existence on the Effective Date securing obligations in an individual aggregate principal amount less than $25,000,000 so long as the aggregate amount of obligations secured under this clause (j)(i) does not to exceed $50,000,000, (ii) Liens in existence on the Effective Date and listed in Schedule 8.3(j) and (iii) other Liens securing Indebtedness of the Company and its Subsidiaries permitted by subsection 8.2(j), provided that, in the case of each of the foregoing clauses (i) through (iii), no such Lien is spread to cover any additional property after the Effective Date and that the amount of Indebtedness secured thereby is not increased except as permitted by subsection 8.2(j); (k) Liens securing Guarantee Obligations permitted under (i) subsections 8.8(e)(i) and 8.8(e)(iii) and (ii) subsection 8.8(e)(iv) not exceeding in the case of Liens permitted under this clause (ii) (as to the Company and all of its Subsidiaries) $5,000,000 in aggregate amount at any time outstanding; (l) Liens created pursuant to the Security Documents (including, but not limited to, Liens created pursuant to the Security Documents to secure Secured Cash Management Agreements and Secured Hedge Agreements); (m) Liens created pursuant to and in accordance with any Permitted Securitization Transaction or any Permitted Receivables Transaction; (n) Liens in favor of lessees or sub-lessees of packaging machinery leased or subleased to customers of the Company and its Subsidiaries on such packaging machinery and related rights; (o) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Stock of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement; (p) Liens on property subject to Sale and Leaseback Transactions permitted under subsection 8.11 or subject to a Financing Lease permitted by subsection 8.2(r) and general intangibles related to the foregoing; (q) easements, rights-of-way, restrictions and servitudes, restrictive covenants, permits, licenses, use agreements, surface leases, subsurface leases or other similar encumbrances incurred (including hunting and recreational leases and leases and other encumbrances in respect of pipelines, compressor stations and television antennas) on, over or in respect of timberland, none of which, singly or in the aggregate, materially adversely affects the operations of the Company and its Subsidiaries or the value of such timberland; (r) pay-as-you-harvest timber sales agreements, lump sum timber deeds or sales agreements and similar encumbrances entered into in the ordinary course of business, which, ; (s) Liens on property of any Foreign Subsidiary of the Company or of any Subsidiary that is not a Subsidiary Guarantor securing Indebtedness of such Foreign Subsidiary or such Subsidiary that is not a Subsidiary Guarantor permitted by subsection 8.2(m); (t) (A) CoBank’s statutory Lien in the aggregateCoBank Equities and (B) statutory Liens for the benefit of a Farm Credit Lender on any patronage assets; (u) Liens on Intellectual Property or on foreign patents, would not cause a Material Adverse Effect. Notwithstanding trademarks, trade names, copyrights, technology, know-how or processes; provided that such Liens result from the foregoinggranting of licenses in the ordinary course of business to any Person to use such Intellectual Property or such foreign patents, trademarks, trade names, copyrights, technology, know-how or processes, as the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or case may be; (v) Liens securing the payment of any Indebtedness for money borrowed or guaranteed, other than Liens created evidenced by the Loan Documents2021 Senior Secured 3-Year Notes and the 2021 Senior Secured 5-Year Notes, including the related guarantees thereof, or any refinancings thereof pursuant to subsection 8.2(c), and any Liens securing any Indebtedness incurred pursuant to subsection 8.2(e); (w) Liens securing Guarantee Obligations described in subsection 8.2(v); provided, however, that such Liens shall be limited to any assets contributed by the Company or its Subsidiaries to such joint venture or other entity; (x) Liens arising from precautionary Uniform Commercial Code financing statements and similar filings; and (y) Liens not otherwise permitted hereunder, all of which Liens permitted pursuant to this subsection 8.3(y) secure obligations and Indebtedness not exceeding (as to the Company and all of its Subsidiaries) in an aggregate amount at any time outstanding 7.5% of Consolidated Tangible Assets at such time.

Limitation on Liens. The Borrower shall not, and shall not suffer or permit ------------------- any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, assets or revenues, whether now owned or hereafter acquired, except for:other than the following ("Permitted Liens"): (a) Liens created hereunder any Lien (other than a Lien on the Collateral) existing on property of Borrower or under any of its Subsidiaries on the other Loan DocumentsAmendment Closing Date and set forth in Schedule 7.1 securing Indebtedness outstanding on such date or any extension, renewal or refinancing thereof so long as the Indebtedness secured by such Lien is not increased and the terms of such extension, renewal or refinancing are not more onerous on Borrower and its Subsidiaries than the Indebtedness so extended, renewed or refinanced; (b) Liens existing on any Property at the time of its acquisition and not Lien created in anticipation of such acquisitionunder any Loan Document; (c) Liens arising pursuant to any order of attachmentfor taxes, distraint or similar legal process arising in connection with court proceedings so long as the execution fees, assessments or other enforcement governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is effectively stayed and claims secured thereby are being contested in good faith permitted by appropriate proceedingsSection 6.7, provided that no notice of lien has been filed or recorded under the IRC; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like similar Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 days delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (fe) Liens (other than any Lien imposed by ERISA and other than on the Collateral) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gf) deposits to secure Liens on the property of Borrower or any of its Subsidiaries securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, performance bonds and (iii) other non-delinquent obligations of a like nature nature; in each case, incurred in the ordinary course of business; and, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens that do not constitute Events of Default under Section 8.1(i); (h) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount, and which do not in any case materially detract from the foregoingvalue of the property subject thereto or interfere with the ordinary conduct of the businesses of Borrower and its Subsidiaries; (i) Liens on assets of corporations which become Subsidiaries after the date of this Agreement; provided, however, that such Liens existed at the LCG License Subsidiary time the respective corporations became Subsidiaries and were not created in anticipation thereof, and the Indebtedness secured thereby shall be permitted under Section 7.5(f); (j) purchase money security interests on any property acquired or held by Borrower or its Subsidiaries securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided that (i) any such Lien attaches to such property concurrently with or within forty-five (45) days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of the debt secured thereby does not exceed one hundred percent (100%) of the cost of such property, and (iv) the Purchase Money Indebtedness secured by any and all such purchase money security interests shall be permitted, permitted under any circumstances, to incur any consensual Liens or Section 7.5(f); (k) Liens securing Capitalized Lease Obligations on assets subject to such leases, provided that the payment Indebtedness secured thereby shall be permitted under Section 7.5(f); (l) Liens arising solely by virtue of Indebtedness for money borrowed any statutory or guaranteedcommon law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other than Liens created funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Borrower in excess of those set forth by regulations promulgated by the Loan DocumentsBoard of Governors of the Federal Reserve System, and (ii) such deposit account is not intended by Borrower or any of its Subsidiaries to provide collateral to the depository institution; (m) Liens on any Managed Care Subsidiary pursuant to the applicable rules and regulations of, or undertakings made to, any regulatory entity having jurisdiction and authority over such Managed Care Subsidiary; and (n) Liens on intercompany Indebtedness permitted under Section 7.5(c) hereof.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower DW Animation or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of businessbusiness 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 DW Animation or such Subsidiary; (f) Liens in existence on the date hereof listed on Schedule 7.2(f); (g) Liens securing Indebtedness of DW Animation and its Subsidiaries incurred to finance the acquisition of fixed or capital assets; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, which(ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens arising out of any financing or other transaction in which a Person purchases, factors or otherwise finances accounts receivable (or interests therein) of DW Animation or any of its Subsidiaries; (i) rights of licensees under access agreements pursuant to which such licensees have access to duplicating material for the purpose of making prints of films licensed to them, and rights of distributors, exhibitors, licensees and other Persons in films created in connection with the distribution and exploitation of such films in the aggregate, would ordinary course of business and not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, under securing any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documents.Indebtedness;

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Borrower or such Restricted Subsidiary; (f) Liens created pursuant to construction, operating, farmout and maintenance agreements, space lease agreements, Joint Venture Charters and related documents (to the extent requiring a Material Adverse Effect. Notwithstanding Lien on the foregoingequity interest of the Borrower or any Restricted Subsidiary, as the LCG License Subsidiary shall not be permittedcase may be, under any circumstancesin the applicable Joint Venture is required thereunder), to incur any consensual Liens division orders, contracts for sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements and other similar agreements, in each case having ordinary and customary terms and entered into in the ordinary course of business by the Borrower and its Restricted Subsidiaries; (g) additional Liens securing Indebtedness and other obligations not to exceed $1,000,000 at any one time outstanding; (h) the payment Borrower and its Restricted Subsidiaries may pledge on a non-recourse basis (i) their equity interest in Gateway to secure Indebtedness of Gateway under the Xxxxx Xxxx Financing Documents and (ii) their equity interest in Cameron Highway to secure Indebtedness for money borrowed or guaranteedof Cameron Highway under the Cameron Highway Financing Documents; (i) Liens on the Collateral securing (i) the EPNHC Loan Obligations permitted by Section 8.2(i), other than (ii) the Guarantee Obligations permitted by subsections 8.4(g) and 8.4(i), (iii) the EPN Loan Obligations permitted by Section 8.2(j), and (iv) the Guarantee Obligations permitted by subsections 8.4(j), in each case on a pari passu basis with the Liens on the Collateral securing the Obligations and guarantees thereof, subject to the terms and provisions of the Intercreditor Agreement; (j) Xxxxx created by pursuant to the Loan Documents; (k) Liens securing Indebtedness permitted under Section 8.2(b) to the extent that such Liens arise as a result of the consummation by the Borrower and its Subsidiaries of the Chaco Transactions; and (l) Liens securing Indebtedness permitted under Section 8.2(f), provided that (i) such Liens are not created in contemplation of or in connection with (A) any Person being merged with or into or becoming a Subsidiary of the Borrower or any Restricted Subsidiary as described in Section 8.2(f)(i),or (B) any asset being acquired by the Borrower or any Restricted Subsidiary as described in Section 8.2(f)(ii), as the case may be, (ii) such Liens shall secure only those obligations which such Liens secure on the date on which (A) such Person merges into or becomes a Subsidiary of the Borrower or any Restricted Subsidiary or (B) such asset is acquired by the Borrower or any Restricted Subsidiary, as the case may be, and any refinancing, refunding or replacement of such obligations (provided that such refinancing, refunding or replacement does not result in an increase in the amount of such obligations), and (iii) such Liens shall not apply to any property or assets of the Borrower or any of its Subsidiaries or any Restricted Subsidiary other than property or assets as to which a Lien has been granted prior to the date on which (A) such Person merges into or becomes a Subsidiary or the Borrower or any Restricted Subsidiary or (B) such asset is acquired by the Borrower or any Restricted Subsidiary, as the case may be, and the proceeds thereof.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPGAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or such Subsidiary; (f) Liens in existence on the date hereof listed on Schedule 10.3, securing Indebtedness permitted by Section 10.2(e), provided that no such Lien is spread to cover any additional property after the LCG License Subsidiary shall Closing Date and that the amount of Indebtedness secured thereby is not be permitted, under any circumstances, to incur any consensual Liens or increased; (g) Liens securing Indebtedness of the payment Borrower and its Subsidiaries permitted by Section 10.2(c) incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness for money borrowed secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 90% of the original purchase price of such property of such property at the time it was acquired; (h) Liens on assets of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted by Sections 10.2(d); (i) Liens on the property or guaranteedassets of a corporation which becomes a Subsidiary after the date hereof securing Indebtedness permitted by Section 10.2(f), other than provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any property or assets of such corporation after the time such corporation becomes a Subsidiary, and (iii) the amount of Indebtedness secured thereby is not increased; (j) Liens (not otherwise permitted hereunder) which secure obligations not exceeding (as to the Borrower and all Subsidiaries) $250,000 in aggregate amount at any time outstanding; and (k) Liens created by pursuant to the Loan Security Documents.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, such Person in conformity with GAAPGAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of businessbusiness which do not secure any monetary obligations and 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 such Person; (f) Liens (i) existing as of the Closing Date and listed on Schedule 8.3 and extensions, whichrenewals and replacements thereof that do not increase the outstanding principal amount thereof, and (ii) previously identified in writing to the aggregateAdministrative Agent, would not cause a Material Adverse Effect. Notwithstanding arrangements for the foregoing, release of which satisfactory to the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Administrative Agent have been made; (g) Liens securing Indebtedness of the payment Borrower permitted by subsection 8.2(f) incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan, a Financing Lease or otherwise), provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documents.secured thereby is not increased and

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder for taxes, assessments and governmental charges or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes levies not yet due or which are being contested in good faith by appropriate proceedings, provided PROVIDED that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its the affected Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteedlandlords', including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 20 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or such Subsidiary; (f) Liens in existence on the date hereof listed on Schedule 2.3, securing Indebtedness permitted by subsections 2.2(c) or 2.2(d), PROVIDED that such Liens are not to be renewed, extended, amended or refinanced and PROVIDED FURTHER that no such Lien is spread to cover any additional Property after the LCG License Subsidiary shall Restructuring Effective Date and that the amount of Indebtedness secured thereby is not be permitted, under any circumstances, to incur any consensual Liens or increased; (g) Liens securing Indebtedness of the payment Borrower and its Subsidiaries permitted by subsection 2.2(c) incurred to finance the acquisition of fixed or capital assets, PROVIDED that (i) such Liens shall be created in the ordinary course of business and substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such Property at the time it was acquired; (h) Liens on the property or assets of a Person which becomes a Subsidiary after the date of this Agreement or on property or assets acquired by the Borrower or any Subsidiary after the date of this Agreement, in each case securing Indebtedness permitted by subsection 2.2(c) or (d) of this MRA Appendix B, PROVIDED that (i) such Liens exist at the time such Person becomes a Subsidiary or such property or assets are acquired, as the case may be, and are not created in anticipation thereof and (ii) any such Lien is not extended to cover any property or assets of such Person or any other property or assets of the Borrower or such Subsidiary, as the case may be, after the time such Person becomes a Subsidiary or such property or assets are acquired, as the case may be; (i) Liens arising in respect of (i) any judgment arising from the customs investigation referred to in subsection 2.2 (h), but only to the extent credited against the Indebtedness discussed in such subsection, and (ii) other judgments in an aggregate amount of less than $3,000,000 at any one time outstanding in circumstances not constituting a Default or Event of Default; (j) attachments, judgments, or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed by being contested in good faith by appropriate proceedings; (k) Liens on goods (and the documents of title related thereto) the purchase price of which is financed by a letter of credit issued for money borrowed the account of the Borrower or guaranteedits Subsidiaries, other than PROVIDED that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit; (l) Liens created by pursuant to the Loan Security Documents; (m) Liens on deposits on other property of the Borrower or any Subsidiary to secure up to $500,000 of insurance obligations incurred in the ordinary course of business; (n) Liens on the inventory of the Borrowers or any of its Subsidiaries that is consigned in an aggregate amount not to exceed $500,000 at any one time outstanding; and (o) Liens against the interest of the Borrower or any Subsidiary in real property arising out of the lease or sublease of such real property, but only to the extent that the lease or sublease constitutes an "encumbrance" as such term is used in the definition of the term "Lien".

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, create, incur, assume Create or suffer to exist exist, or permit any Subsidiary of any Borrower to create or suffer to exist, any Lien upon any of its propertyProperty, assets income or revenuesprofits, whether now owned or hereafter acquired, except forexcept: (ai) Liens created hereunder or under at any time granted in favor of Agent for the benefit of itself and each Lender; (ii) Liens for taxes, fees, assessments and governmental charges (excluding any Lien imposed pursuant to any of the other Loan Documentsprovisions of ERISA) not yet due, or being contested in the manner described in subsection 7.1(j) hereto, but only if in Agent's judgment such Lien does not adversely affect Agent's or Lenders' rights or the priority of Agent's Lien in the Collateral; (biii) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of a Borrower's business by operation of law or regulation, but only if payment in respect of any such Lien is not at the time required and such Liens 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, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (fiv) pledges Purchase Money Liens securing Permitted Purchase Money Indebtedness; (v) Liens securing Indebtedness of one of a Borrower's Subsidiaries to such Borrower or another such Subsidiary; (vi) Liens incurred or deposits made in the ordinary course of business (1) in connection with workers' worker's compensation, social security, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance like laws, or self-insurance arrangements; (g2) deposits to secure the performance of bids, trade contracts (other than for borrowed money)in connection with sales contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred work in the ordinary course of business; and (h) easements, rights-of-way, restrictions progress advances and other similar obligations not incurred in connection with the borrowing of money or the payment of the deferred purchase price of property; (vii) Title exceptions or encumbrances incurred granted in the ordinary course of business, whichaffecting real property owned by any Borrower, provided that such exceptions do not in the aggregateaggregate materially detract from the value of such property or materially interfere with its use in the ordinary course of such Borrower's business; (viii) Liens arising in connection with Capitalized Lease Obligations permitted hereunder; provided, would not cause a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary that no such Lien shall not be permitted, under extend to or cover any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, assets other than the assets subject to such Capitalized Lease Obligations; (ix) Liens created by with respect to judgments, attachments and the Loan Documentslike which do not constitute Events of Default hereunder; (x) Liens arising from leases or subleases granted to others which do not interfere in any material respects with the business of any Borrower; (xi) such other Liens as appear on Schedule 7.2(e) hereto; and (xii) such other Liens as Agent may hereafter approve in writing.

Limitation on Liens. The Borrower Company shall not, and shall not permit ------------------- any of its Subsidiaries Material Subsidiary to, incur, create, incurissue, assume assume, guarantee or suffer to exist otherwise become liable for any indebtedness for money borrowed that is secured by a Lien upon on any Principal Property or on shares of its propertystock or indebtedness of any Material Subsidiary (whether such Principal Property, assets shares of stock or revenues, whether indebtedness are now owned or hereafter acquired, except for) unless the Company or such Material Subsidiary makes or causes to be made effective provisions whereby the Securities issued under this Indenture will be secured by such Lien equally and ratably with (or prior to) all other indebtedness thereby secured so long as any such indebtedness shall be secured. The foregoing restriction does not apply to the following: (ai) Liens created hereunder for taxes, assessments or under any of governmental charges or levies if the other Loan Documents; (b) Liens existing on any Property same shall not at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachmentbe delinquent or thereafter can be paid without penalty, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith and by appropriate proceedingsproceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (dii) Liens for taxes imposed by law, such as carriers’, warehousemen’s, materialmen’s, workmen’s, repairmen’s and mechanics’ liens and other similar Liens (including deposits or pledges to obtain the release of such Liens) arising in the ordinary course of business which secure payment of obligations not yet more than 60 days past due or which are being contested in good faith by appropriate proceedings, provided that proceedings and for which adequate reserves shall have been set aside on its books; (iii) Liens arising out of pledges or deposits required or permitted to qualify the Company or any Subsidiary to conduct business, to maintain self-insurance or to obtain the benefit of any law pertaining to worker’s compensation laws, unemployment insurance, old age pensions, or other social security, vacation pay, health, disability or other employee or retirement benefits, or similar legislation; (iv) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect thereto -------- are maintained on to properties of a similar character and which do not in any material way affect the books marketability of the Borrower same or interfere with the use thereof in the business of the Company or its Subsidiaries, as the case may be, in conformity with GAAP; (ev) Liens incurred in the ordinary course of business securing the performance of bids, tenders, contracts, leases, statutory obligations, surety, stay, customs and appeal bonds, letters of credit and other similar obligations, and judgment liens to the extent enforcement thereof is effectively stayed; (vi) bankers’ liens and rights of setoff arising by operation of law and contractual rights of setoff; (vii) Liens existing as of the date of this Indenture; (viii) Liens created by operation Subsidiaries of law not securing the Company to secure indebtedness of such Subsidiaries to the Company or to one or more other Subsidiaries of the Company; (ix) Liens on property of a Person existing at the time it becomes a Subsidiary of the Company, at the time such Person is merged or consolidated with the Company or a Subsidiary of the Company, or at the time of purchase, lease or acquisition of the property or equity interests of a Person as an entirety or substantially as an entirety by the Company or its Subsidiaries; (A) Liens on property existing at the time of acquisition of such property by the Company or a Subsidiary, or (B) Liens to secure the payment of Indebtedness all or any part of the purchase price of property upon the acquisition of property by the Company or a Subsidiary or to secure any indebtedness incurred or guaranteed prior to, at the time of, or within 12 months after, the later of the date of acquisition of such property and the date such property is placed in service, for money borrowed the purpose of financing all or guaranteedany part of the purchase price thereof, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like (C) Liens arising to secure any indebtedness incurred or guaranteed for the purpose of financing all or any part of the construction or improvement of any property; (xi) Liens which arise in connection with the leasing of equipment in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (fxii) pledges Liens on shares of stock, indebtedness or deposits other securities of a Person that is not the Company or a Subsidiary of the Company; (xiii) Liens in favor of the United States of America or any State thereof, any foreign country, or any department, agency or instrumentality or political subdivision of any such jurisdiction, or any other contracting party or customer, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of the property subject to such Liens; (xiv) any security interest created in connection with workers' compensationthe sale, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance discount or self-insurance arrangements; (g) deposits to secure the performance guarantee of bidsnotes, trade contracts (other than for borrowed money)chattel mortgages, leases, statutory accounts receivable, trade acceptances or other paper or contingent repurchase obligations, surety and appeal bonds, performance bonds and other obligations arising out of a like nature incurred sales of merchandise in the ordinary course of business; (xv) Liens in connection with any sale, transfer or other disposition of any equity interests or other property in a transaction permitted under Section 8.01, and customary rights and restrictions contained in agreements relating to such sale, transfer or other disposition pending the completion thereof; (xvi) any extension, substitution, renewal or replacement of any lien referred to in the foregoing clauses (i) through (xv) inclusive, or of any indebtedness secured thereby; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, substitution, renewal or replacement, or at the time the lien was issued, created or assumed or otherwise permitted, and that such extension, substitution, renewal or replacement lien shall be limited to all or part of substantially the same property which secured the lien extended, renewed or replaced (plus improvements on such property); and (hxvii) easementsother Liens arising in connection with indebtedness or other obligations of the Company and its Subsidiaries in an aggregate amount for the Company and its Subsidiaries, rights-of-waytogether with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties (with the exception of the transactions that are excluded as described in Section 10.07), restrictions and other similar encumbrances incurred in not exceeding at the ordinary course time such lien is issued, created or assumed 10% of business, which, in the aggregate, would not cause a Material Adverse Effect. Notwithstanding Consolidated Assets of the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan DocumentsCompany.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:: CREDIT AGREEMENT (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, which, in the aggregate, would do not cause 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 Borrower and its Subsidiaries taken as a Material Adverse Effect. Notwithstanding whole; (f) Liens in existence on the foregoingdate hereof listed on Schedule 6.2(f), provided that no such Lien is spread to cover any additional property after the LCG License Subsidiary shall Closing Date and that the amount of Indebtedness secured thereby is not be permitted, under any circumstances, to incur any consensual Liens or increased; (g) Liens securing Indebtedness of the Borrower and its Subsidiaries incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness; (h) bankers' liens arising by operation of law; (i) Liens on the property or assets of a corporation which becomes a Subsidiary on or after the date hereof securing Indebtedness of such corporation, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof and (ii) any such Lien is not spread to cover any property or assets of such corporation after the time such corporation becomes a Subsidiary; (j) Liens arising out of judgments or awards (x) which are bonded or (y) with respect to which an appeal or a proceeding for review is being prosecuted in good faith and adequate reserves have been provided for the payment of Indebtedness for money borrowed such judgment or guaranteed, other than award; (k) Liens created by in favor of the Loan DocumentsBorrower which secure the obligation of any Subsidiary to the Borrower; and CREDIT AGREEMENT (l) Liens (not otherwise permitted hereunder) which secure obligations not exceeding (as to the Borrower and all Subsidiaries) $20,000,000 in aggregate amount at any time outstanding.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens Lxxxx created hereunder or under any of the other Loan Documents; (b) Liens existing on for taxes, assessments, fees and other charges of any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby Governmental Authority that are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due delinquent or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiariesa Subsidiary, as the case may beapplicable, in conformity with GAAP; (ec) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlords’, shippers’, laborers’ or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 forty-five (45) days or and, if overdue, for which are being contested in good faith by appropriate proceedingsadequate reserves have been posted under GAAP; (fd) pledges or deposits in connection with payroll taxes, workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (ge) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory or regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hf) easements, rights-of-way, restrictions restrictions, zoning and other similar encumbrances on real property incurred in the ordinary course of business, business which, in the aggregate, would are not likely to cause a Material Adverse Effect. Notwithstanding ; (g) Liens securing Indebtedness permitted by Section 6.2(d); provided that no such Lien covers any property other than the foregoingproperty subject to such Purchase Money Indebtedness, or acquired in connection with the LCG License Subsidiary shall incurrence of such Indebtedness, as applicable, and the proceeds thereof; (h) precautionary Liens filed by equipment lessors pursuant to operating leases of the Borrower and its Subsidiaries; provided that no such Lien covers any property other than the property subject to such lease; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with importation of goods; (j) Liens resulting from any judgment or award that is not be permitted, an Event of Default hereunder; (k) Liens arising from any interest of a lessor under any circumstances, to incur real property lease or sublease agreement entered into by the Borrower or any consensual Liens or Subsidiary in the ordinary course of business; (l) Liens securing Subordinated Debt permitted by Section 6.2(h), which, for the payment avoidance of doubt, shall be subject to a subordination agreement in accordance with the definition of Subordinated Debt; and (m) Liens set forth on Schedule 6.3 as of the Closing Date and including any Liens that are replacements of such Liens to the extent that the original Indebtedness for money borrowed is refinanced, renewed, or guaranteedextended under Section 6.2(e) and so long as the replacement Liens only encumber those assets that secured the refinanced, other than Liens created by the Loan Documentsrenewed, or extended Indebtedness.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of securing the other Loan DocumentsObligations; (b) Liens existing on any Property at securing the time obligations of its acquisition and not created in anticipation of such acquisitionDebtor under the Factoring Facility; (c) Liens arising pursuant to any order existing as of attachmentthe date hereof, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed approved by Secured Party and claims secured thereby are being contested in good faith by appropriate proceedings;listed on Schedule III. (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, relevant Loan Party in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, landlords’ or other like Liens arising in the ordinary course of business, business which are secure amounts not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (h) easements, restrictions (including zoning restrictions), rights-of-of- way, restrictions covenants, licenses, encroachments, protrusions and other similar encumbrances incurred and minor title defects affecting real property imposed by law or arising in the ordinary course of businessbusiness that do not secure any monetary obligations and do not materially interfere with the ordinary conduct of business of the Debtor; and (i) any interest or title of a lessor, whichsublessor, licensor or sublicensor under any lease, sublease, license or sublicense entered into by the Debtor in the aggregate, would not cause a Material Adverse Effect. Notwithstanding ordinary course of its business and covering only the foregoing, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsassets so leased.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any ------------------- Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with -------- respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary; (f) Liens in existence on the Closing Date listed on Schedule X, securing Indebtedness permitted by subsection 7.2(c); provided that no such Lien is expanded to cover any additional property after the LCG License Subsidiary shall Closing Date and that the amount of Indebtedness secured thereby is not be permitted, under any circumstances, to incur any consensual Liens or increased; (g) Liens securing Indebtedness of the payment Company or a Designated Subsidiary permitted by subsection 7.2 (d); provided that (i) such Liens -------- shall be created promptly upon the acquisition, improvement or completion of the construction of such fixed or capital asset or the incurring of such POS Program Expense, as the case may be (and in any event no later than the earlier of (A) twelve months from the date on which the construction of such fixed or capital asset is completed or such POS Program Expense is incurred and (B) 24 months from the date on which the real estate, on which such fixed or capital asset is located, was purchased by the Company, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness for money borrowed secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property, and (v) there shall be no Liens on any of the following types of collateral, as those terms are defined in Chapter 1309 of the Ohio Revised Code: inventory, accounts or guaranteedgeneral intangibles (except Liens on general intangibles that result from the granting of a mortgage, equipment lease financing or other than equipment financing arrangement); and (h) Liens created by under the Loan Security Documents.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for Liens created under its applicable primary first mortgage bond indenture or equivalent instrument set forth on Schedule 7.03, as in effect on the Closing Date, and except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may besuch Borrower, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, which business that are not overdue for a period of more than 45 90 days or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, 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 such Borrower or any of its Significant Subsidiaries; (f) Liens in existence on the date hereof, securing any Indebtedness outstanding on the date hereof and extensions, renewals or replacements thereof; provided that no such Lien is spread to cover any additional property after the Closing Date (other than pursuant to any Borrower Senior Secured Indebtedness) and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness, in an aggregate principal amount not to exceed $250,000,000 (in the case of Avangrid), $50,000,000 (in the case of NYSEG, RGE, CMP, and UI and, solely after the PNM Joinder Effective Date, PNM) or $25,000,000 (in the case of CNG, SCG, and BGC and, solely after the TNMP Joinder Effective Date, TNMP) at any one time outstanding, incurred to finance the acquisition or construction of fixed or capital assets (including Capital Lease Obligations) and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Liens shall be created substantially simultaneously with or within 120 days after such acquisition or completion of such construction of such fixed or capital assets and (ii) such Liens do not at any time encumber any property other than the property financed by such indebtedness; (h) any interest or title of a lessor under any lease entered into in the ordinary course of business and covering only the assets so leased; (i) Liens existing upon any property acquired by such Borrower in the ordinary course of business; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien shall not apply to any other property or assets and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (j) Liens arising in connection with sales or transfers of, or financings secured by, accounts receivable or related contracts; (k) Xxxxx created by or resulting from litigation or legal proceedings that are currently being contested in good faith by appropriate proceedings and do not involve amounts that in the aggregate would exceed $50,000,000; (l) Liens incidental to the normal conduct of the business of any Borrower or any Subsidiary of such Borrower or the ownership of its property that are not cause incurred in connection with the incurrence of Indebtedness and that do not in the aggregate materially impair the use of such property in the operation of the business of such Borrower and its Subsidiaries taken as a Material Adverse Effect. Notwithstanding whole or the foregoingvalue of such property for the purposes of such business; (m) Liens created under any Loan Document; and (n) to the extent any such Person or Subsidiary constitutes a Significant Subsidiary from time to time, project finance or construction loans or similar financing for the development of wind generating facilities and related development operations that are secured by the Person or Subsidiary acquiring such financing and its assets including, without limitation, the LCG License pledge of the Capital Stock of any such Person or Subsidiary shall not be permitted, under by any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsparent entity thereof.

Limitation on Liens. The Borrower Company shall not, not and shall not permit ------------------- any of its Subsidiaries to, create, incur, assume to create or suffer to exist exist, any Lien upon any of its propertyProperty, assets income or revenuesprofits, whether now owned or hereafter acquired, except forexcept: (a1) Liens created hereunder or securing Indebtedness under the Credit Agreement; (2) Liens for Taxes (excluding any Lien imposed pursuant to any of the other Loan Documentsprovisions of ERISA) not yet due, or being contested in good faith through appropriate proceedings diligently conducted; (b3) carriers’, warehousemen’s, mechanics’, repairman’s or other Liens existing on arising in the ordinary course of business by operation of law or regulation, but only if payment in respect of any Property such Lien is not at the time of its acquisition and not created in anticipation of required or if such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof payment is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedingsproceedings diligently conducted, and such Liens do not in the aggregate, materially detract from the value of any material Property or materially impair the use thereof in the operation of the Company’s or such Subsidiary’s business: (4) Purchase Money Liens securing Purchase Money Indebtedness permitted under Section 8.04 hereof; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (e) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (f5) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (g6) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, insurance contracts, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (h7) with respect to real Property, easements, rights-of-way, restrictions restrictions, covenants, minor exceptions to title and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoing, value of the LCG License Subsidiary shall not be permitted, under property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any circumstances, to incur any consensual of its Subsidiaries; and (8) such other Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsas appear on Schedule 4.09 hereto.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any Liens, if any, securing the obligations of the other Loan DocumentsCompany under this Agreement and the Notes; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower Company or its Subsidiaries, as the case may be, in conformity with GAAP; (ec) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 60 days or which are being contested in good faith by appropriate proceedings; (fd) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (ge) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Company or such Subsidiary; (g) Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (h) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the original purchase price of such property; (i) Liens on the property or assets of a Material Adverse Effect. Notwithstanding corporation which becomes a Subsidiary after the foregoingdate hereof, provided that (i) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets after the time such corporation becomes a Subsidiary and (iii) the amount of Indebtedness secured thereby, if any, is not increased; (j) Liens on the Headquarters, Riverview Square, the LCG License Subsidiary shall Waterside Garage, the Jacksonville Facility, the Green Bay Facility and the Waterside Building; or (k) Liens not be permitted, otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any circumstances, to incur any consensual Liens or Liens securing time 10% of Consolidated Net Tangible Assets as at the payment end of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentsimmediately preceding fiscal quarter of the Company.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided PROVIDED that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) zoning restrictions, easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause 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 Borrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 7.3(f) to the Disclosure Letter, securing Indebtedness permitted by Section 7.2(e), PROVIDED that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition of fixed or capital assets, PROVIDED that (i) such Liens shall be created within 90 days of the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a Material Adverse Effect. Notwithstanding the foregoing, the LCG License Subsidiary shall not be permitted, lessor under any circumstanceslease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) Liens arising from precautionary UCC financing statement filings regarding operating leases or consignment arrangements entered into by the Borrower or its Subsidiaries in the ordinary course of business; (k) licenses, sublicenses, leases and subleases permitted hereunder granted to incur others not interfering in any consensual material respect in the business of the Borrower or any of its Subsidiaries; (l) attachment or judgment Liens which are not outstanding for more than thirty (30) days in an aggregate amount (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) outstanding at any one time not in excess of $1,000,000; (m) Liens securing 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; and (n) Liens on property at the time of its acquisition or existing on property or assets of a Person which becomes a Subsidiary after the date hereof, PROVIDED that (i) such Liens existed at the time of such acquisition or at the time such Person became a Subsidiary and were not created in anticipation thereof, and (ii) any such Lien is not spread to cover any additional property or assets, including property or assets of such corporation after the time such corporation becomes a Subsidiary; and (o) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of Indebtedness for money borrowed or guaranteed, other than Liens created customs duties in connection with the importation of goods by the Loan DocumentsBorrower or its Subsidiaries.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, except for: (a) Liens created hereunder for taxes, assessments or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on the books of the Borrower or its Subsidiaries, as the case may be, relevant subsidiary in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, workers’, materialmen's’s, repairmen's ’s or other like Liens arising in the ordinary course of business, business which secure the payment of obligations that are not overdue for a period of more than 45 30 days or which that are being contested in good faith by appropriate proceedings; (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance insurance, old age pensions and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementsretirement benefits legislation; (gd) deposits to secure the performance of bids, trade tenders, contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, whichbusiness that, in the aggregate, would are not cause 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 Borrower; (f) Liens created pursuant to the Security Documents or the ILP Credit Agreement; (g) any interest or title of a Material Adverse Effect. Notwithstanding lessor under any lease entered into by the foregoingBorrower in the ordinary course of its business and covering only the assets so leased; (h) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the LCG License Borrower or such Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; and (i) Liens arising out of judgments, attachments or awards not resulting in a Default and in respect of which the Borrower or such Subsidiary shall not in good faith be permitted, under any circumstances, to incur any consensual Liens prosecuting an appeal or Liens securing the payment proceedings for review in respect of Indebtedness for money borrowed which there shall be secured a subsisting stay of execution pending such appeal or guaranteed, other than Liens created by the Loan Documentsproceedings.

Limitation on Liens. The Borrower Company shall not, and shall not suffer or permit ------------------- any of its Subsidiaries Material Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, assets or revenues, whether now owned or hereafter acquired, except forother than the following: (a) Liens created hereunder or under any Lien existing on property of the Company or any Material Subsidiary on the Restatement Signing Date and set forth in Schedule 7.1 securing Debt (or commitments therefor) or other Loan Documentsobligations outstanding on such date; (b) Liens existing on for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 6.9, provided that no notice of lien has been filed or recorded under the Code or any Property at the time other Requirement of its acquisition and not created in anticipation of such acquisitionLaw; (c) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising pursuant to any order in the ordinary course of attachment, distraint business which are not delinquent for more than 90 days or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due remain payable without penalty or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto -------- are maintained on which proceedings have the books effect of preventing the forfeiture or sale of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAPproperty subject thereto; (ed) Liens created (other than any Lien imposed by operation ERISA) consisting of law not securing the payment of Indebtedness for money borrowed pledges or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising deposits required in the ordinary course of business, which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings; (f) pledges or deposits business in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (ge) deposits to secure Liens on the property of the Company or any Material Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, leases or statutory obligations, (ii) surety and bonds (excluding appeal bonds, performance bonds and other bonds posted in connection with court proceedings or judgments) and contingent obligations in connection with surety bonds and (iii) other non-delinquent obligations of a like nature nature, in each case incurred in the ordinary course of business (and treating as non-delinquent any delinquency which is being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto), and Liens on consigned goods in the possession of the Company or any Material Subsidiary incurred in the ordinary course of business; andprovided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (hf) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, individually or in the aggregate, would do not cause materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the businesses of the Company and its Material Subsidiaries; (g) Liens securing Debt or other obligations in respect of Capital Leases on the assets subject to such Capital Leases (and the proceeds thereof); (h) Liens arising solely by virtue of any statutory or common law provision or otherwise created by cash pooling arrangements in the ordinary course of business relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution, including to facilitate the operation of cash pooling, interest set-off and/or sweep accounts; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Material Subsidiary to provide collateral to the depository institution; (i) Liens arising in connection with Securitization Transactions; provided that the aggregate amount of all Securitization Obligations shall not exceed U.S.$150,000,000; (j) Liens on assets of any Material Subsidiary which becomes a Subsidiary after the date of this Agreement; provided that such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof; (k) Liens securing reimbursement obligations incurred in the ordinary course of business for letters of credit or bankers’ acceptances, which Liens encumber only goods, or documents of title covering goods, which are purchased in transactions for which such letters of credit or bankers’ acceptances are issued; (l) any Lien on property or proceeds thereof existing at the time of acquisition (by merger or otherwise) of such property by the Company or a Material Adverse Effect. Notwithstanding the foregoingSubsidiary, the LCG License Subsidiary shall not be permitted, under any circumstances, to incur any consensual Liens or Liens securing to secure the payment of Indebtedness all or part of the purchase price of property upon the acquisition of property by the Company or a Material Subsidiary or to secure any Debt incurred or guaranteed prior to, at the time of, or within 120 days after the later of the date of acquisition of such property and the date such property is placed in service, for money borrowed the purpose of financing all or guaranteedany part of the purchase price thereof, or Liens to secure any Debt incurred or guaranteed for the purpose of financing the cost to the Company or a Material Subsidiary of improvements to such acquired property; provided, in each case, that (i) no such Lien shall at any time encumber any property other than Liens created the property financed by such Debt and the proceeds thereof (provided that a schedule to a master lease agreement permitted by this subsection may be cross-collateralized with other schedules under such master lease agreement that are permitted by this subsection) and (ii) the Debt secured thereby shall not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (m) any extension, renewal or substitution of or for any Lien permitted by clause (a), (j) or (l) above; provided that (i) the amount of the Debt or other obligation or liability secured by the Loan Documentsapplicable Lien shall not exceed the Debt or other obligation or liability existing immediately prior to such extension, renewal or substitution and (ii) the scope of the property subject to such Lien is not increased; (n) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods incurred in the ordinary course of business; (o) leases, subleases, licenses or sublicenses (including, in the case of licenses and sublicenses, of intellectual property) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any Material Subsidiary and do not secure Debt; (p) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the ordinary course of collection, and (ii) encumbering reasonable customary initial deposits and margin deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (q) any Lien permitted above on any property may extend to the identifiable proceeds of such property; and (r) any Lien not otherwise permitted by the foregoing clauses of this Section; provided that the aggregate amount of all obligations of the Company and its Material Subsidiaries secured by all Liens permitted by this clause (r) does not exceed (i) 15% of Consolidated Net Worth at the time of the incurrence of such obligations or (ii) at any time that the Guarantors have been released from their obligations under the Guaranty pursuant to the last sentence of Section 11.20, 10% of Consolidated Net Worth at the time of the incurrence of such obligations.

Limitation on Liens. The Borrower shall not, and shall not permit ------------------- any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, except for: (a) Liens created hereunder for taxes, assessments or under any of the other Loan Documents; (b) Liens existing on any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes charges not yet due or which are being contested in good faith by appropriate proceedings, ; provided that adequate reserves with respect thereto -------- are maintained on the books of the Parent Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (eb) Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s, supplier’s or other like Liens arising in the ordinary course of business, business which are not overdue for a period of more than 45 30 days or which are being contested in good faith by appropriate proceedingsproceedings and Liens securing judgments to the extent not constituting an Event of Default pursuant to Section 8(h); (fc) pledges or deposits in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (gd) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and; (he) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, in the aggregate, would are not cause a Material Adverse Effect. Notwithstanding substantial in amount and which do not in any case materially detract from the foregoingvalue of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Parent Borrower or any of its Subsidiaries; (f) Liens in existence on the Closing Date listed on Schedule 7.3(f) (and any replacements or extensions thereof), securing Indebtedness permitted by Section 7.2(e); provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens upon real and/or tangible personal Property acquired after the Closing Date (by purchase, construction or otherwise) by the Parent Borrower or any of its Subsidiaries, each of which Liens either (i) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (ii) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the LCG License cost (including the cost of construction) of such Property and permitted by Section 7.2; provided that (A) no such Lien shall extend to or cover any Property of the Parent Borrower or such Subsidiary other than the Property so acquired or financed, and (B) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a Responsible Officer) of such Property at the time it was acquired (by purchase, construction or otherwise); (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any lease entered into by the Parent Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) Liens arising from precautionary UCC financing statement filings regarding operating leases or consignment arrangements entered into by the Parent Borrower or its Subsidiaries in the ordinary course of business; (k) Liens in favor of banking institutions encumbering the deposits (including the right of setoff) held by such banking institutions in the ordinary course of business and which are within the general parameters customary in the banking industry; (l) Liens on property or assets acquired pursuant to any Permitted Business Acquisition or similar Investment, or on property or assets of a Person in existence at the time such Person is acquired pursuant to such Permitted Business Acquisition or similar Investment or otherwise becomes a Subsidiary of the Parent Borrower; provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 7.2, (ii) such Liens are not created in anticipation of such Permitted Business Acquisition or similar Investment or such Person otherwise becoming a Subsidiary of the Parent Borrower and do not attach to any other asset of the Parent Borrower or any of its Subsidiaries other than any replacements of such property or assets and accessions thereto and proceeds thereof, or, in the case of any acquired Subsidiary, after-acquired property of such Person of the same type and consistent with that contemplated at the time such original Lien was created and (iii) such Liens secure no greater principal amount of Indebtedness than the aggregate principal amount of the Indebtedness, if any, secured by such Liens on the date of such Permitted Business Acquisition or similar Investment or date on which such Person otherwise becomes a Subsidiary; (m) Liens not otherwise permitted by this Section 7.3 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Parent Borrower and all Subsidiaries) (A) during the Suspension Period, $15,000,000 and (B) otherwise, the greater of (1) $50,000,000 and (2) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Liens); (n) Liens securing Indebtedness permitted by Section 7.2(e) on the real property of the Parent Borrower or its Subsidiaries in Largo, Florida; (o) Liens on accounts receivable or related ancillary rights and assets sold, transferred, encumbered or otherwise disposed of, or purported to have been sold, transferred, encumbered or otherwise disposed of pursuant to a Receivables Transfer Program in accordance with Section 7.5(k); (p) Liens in the nature of escrow arrangements for deferred payments to be made in connection with a Permitted Business Acquisition to the extent such payments constitute amounts permitted under Section 7.8(k) and the rights of any beneficiary thereunder; and (q) Liens on property or assets acquired pursuant to the Filtration Acquisition, or on property or assets of a Subsidiary of the Parent Borrower in existence at the time such Subsidiary is acquired pursuant to the Filtration Acquisition; provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 7.2(q), (ii) such Liens do not attach to any other asset of the Parent Borrower or any of its Subsidiaries other than any replacements of such property or assets and accessions thereto and proceeds thereof, or, in the case of any acquired Subsidiary, after-acquired property of such Person of the same type and consistent with that contemplated at the time such original Lien was created and (iii) such Liens secure no greater principal amount of Indebtedness than the aggregate principal amount of the Indebtedness, if any, secured by such Liens on the date of the Filtration Acquisition. For purposes of determining compliance with this Section 7.3, (A) a Lien securing an item of Indebtedness need not be permitted, permitted solely by reference to one category of permitted Liens described in Section 7.3(a) through (q) but may be permitted in part under any circumstances, to incur any consensual Liens or Liens combination thereof and (B) in the event that a Lien securing the payment an item of Indebtedness for money borrowed (or guaranteedany portion thereof) meets the criteria of one or more of the categories of permitted Liens described in Section 7.3(a) through (q), other than Liens created the Parent Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the Loan Documentsabove clauses and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses.

Limitation on Liens. The Borrower shall not, and shall not suffer or permit ------------------- any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, assets or revenues, whether now owned or hereafter acquired, except for:other than the following (“Permitted Liens”): (a) Liens created hereunder any Lien existing on the Closing Date and set forth in Schedule 7.02, and any extension, renewal or under replacement of any such Lien so long as the principal amount secured thereby is not increased and the scope of the other Loan Documentsproperty subject to such Lien is not extended; (b) Liens existing on imposed by law for taxes, assessments or charges of any Property at the time of its acquisition and not created in anticipation of such acquisition; (c) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and Governmental Authority for claims secured thereby are being contested in good faith by appropriate proceedings; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that proceedings diligently pursued and with respect to which adequate reserves with respect thereto -------- or other appropriate provisions are being maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity accordance with GAAP; (ec) statutory Liens created by operation of law not securing the payment landlords and Liens of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's materialmen and other Liens imposed by law or other like Liens arising created in the ordinary course of business, which are business and in existence less than 120 days from the date of creation thereof for amounts not overdue for a period of more than 45 days yet due or which are being contested in good faith by appropriate proceedingsproceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (fd) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' ’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangementslegislation; (ge) deposits to secure Liens on the property of the Borrower or any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) surety and bonds (excluding appeal bonds, performance bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the ordinary course of business; and, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (hf) Liens consisting of judgment or judicial attachment liens and liens securing contingent obligations on appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the case of judgment and judicial attachment liens, the enforcement of such Liens is effectively stayed and (ii) all such liens in the aggregate at any time outstanding for the Borrower and its Subsidiaries do not exceed $50,000,000; (g) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business, business which, individually or in the aggregate, would do not cause materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the businesses of the Borrower and its Subsidiaries; (h) Liens securing obligations in respect of Capital Leases and purchase money financings on assets subject to such leases or financings, provided that such Capital Leases and purchase money financings are otherwise permitted under Section 7.06(b); (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a Material Adverse Effect. Notwithstanding creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the foregoingBorrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the LCG License Borrower or any Subsidiary to provide collateral to the depository institution; and (j) other Liens, in addition to those permitted by clauses (a) through (h), securing Indebtedness or arising in connection with Securitization Transactions; provided that the sum (without duplication) of all such Indebtedness, plus the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions, shall not be permitted, under at any circumstances, to incur any consensual Liens or Liens securing the payment of Indebtedness for money borrowed or guaranteed, other than Liens created by the Loan Documentstime exceed $50,000,000 in aggregate outstanding amount.