Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon any property of the Company or any of its Subsidiaries, whether now owned or hereafter acquired, except for: (a) Liens, if any, securing the obligations of the Company under this Agreement, including Liens created under subsection 8.1; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 days or which are being contested in good faith by appropriate proceedings; (d) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (e) Liens to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon any property of the Company or any of its Subsidiaries, whether now owned or hereafter acquired, except for: (a) Liens, if any, securing the obligations of the Company under this Agreement, including Liens created under subsection 8.1; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 days or which are being contested in good faith by appropriate proceedings; (d) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (e) Liens to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person (including, for the avoidance of doubt, each Person constituting the Kindred at Home Business) which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]Liens securing Indebtedness of the Kindred Hospice and Community Care Business; provided that such Liens do not at any time encumber any property other than the assets of the Kindred Hospice and Community Care Business; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute;; and (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if anyprovided that adequate reserves with respect thereto are maintained on the books of Holdings, securing the obligations of Borrower or their respective Subsidiaries, as the Company under this Agreementcase may be, including Liens created under subsection 8.1in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(e), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of thereby is not increased; (h) Liens created pursuant to the original purchase price of such propertySecurity Documents; (i) Liens on the property any interest or assets title of a Person which becomes a Subsidiary after lessor under any lease entered into by the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company Borrower or any of its Subsidiaries; (n) Liens securing Indebtedness of a other Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in covering only the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a wholeassets so leased; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (qj) Liens not otherwise permitted under by this subsection Section 7.3 securing so long as neither (i) the aggregate outstanding principal amount of the obligations in an secured thereby nor (ii) the aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets fair market value (determined as of the date such Lien is incurred) of incurrence the assets subject thereto exceeds (on as to the Borrower and all Subsidiaries) $1,000,000 at any one time; (k) any covenants, easements, restrictions, encumbrances and exceptions contained in any mortgagee’s title insurance policy delivered in connection with the Existing Credit Agreement or referred to in Section 5.1(p)(i); (l) any existing leases or subleases of all or any portion of a pro forma basisMortgaged Property and any renewals and extensions thereof, any leases or subleases entered into upon the expiration or termination of any such lease or sublease, and any leases or subleases hereafter entered into of all or any portion of a Mortgaged Property not required by the Borrower for the avoidance operation of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))its business; and (rm) Liens on deposits the Collateral securing hedging obligations incurred the Senior Secured Notes and guarantees by Subsidiary Guarantors in respect thereof and any refinancing thereof, in each case as permitted by Section 7.2(i) and all subject to the ordinary course terms of businessthe Intercreditor Agreement. Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 7.3 may at any time attach to any Loan Party’s (1) Accounts, other than those permitted under clauses (h) and (m) above and (2) Inventory, other than those permitted under clauses (h) and (m) above.

Limitation on Liens. Create, incur, assume Incur or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, acquired or upon the income or profits therefrom except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Restricted Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits made in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, do not materially impair detract from the value of the property of the Borrower and its use for Restricted Subsidiaries taken as a whole or materially interfere with the operation ordinary conduct of the business of the Company or such SubsidiaryBorrower and its Restricted Subsidiaries taken as a whole; (gf) Liens in existence (other than Liens on the Closing Date securing Indebtedness in existence on property of the Closing Date (and the replacement, extension or renewal thereof upon or in the same propertySpecial Purpose Subsidiaries) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (h) Liens securing Indebtedness of the Company Borrower and its Restricted Subsidiaries not prohibited hereunder incurred permitted by subsection 6.2(c) (i) Incurred with respect to finance the acquisition or improvement of fixed or capital assetsproperty and assets described in said subsection, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created and the Indebtedness secured thereby are incurred prior to or within 270 days after the acquisition acquisition, construction, expansion or improvement of to which such fixed or capital assetsIndebtedness relates, (ii) the Indebtedness secured by such Liens does not exceed 100% of the cost of the acquisition, construction, expansion or improvement financed therewith and (iii) such Liens do not at any time encumber any property or assets other than the property financed by and assets with respect to which such Indebtedness is Incurred; (g) Liens (other than Liens on the property of the Special Purpose Subsidiaries) securing Indebtedness of the Borrower and its Restricted Subsidiaries (iiiother than the Special Purpose Subsidiaries) permitted by subsection 6.2(c)(ii), provided that (i) such Liens and the Indebtedness secured thereby are Incurred within 270 days after the purchase by the Borrower or such Restricted Subsidiary of the property or assets which is or are the subject of the sale-leaseback transaction to which such Indebtedness relates, (ii) the principal amount of Indebtedness secured by any such Lien shall at no time Liens does not exceed 100% of the original purchase price of such propertyproperty or assets and (iii) such Liens do not at any time encumber any property or assets other than the assets that are the subject of such sale-leaseback; (ih) Liens on the property or assets of a Person which becomes a Restricted Subsidiary after the date hereofof this Agreement or on property or assets acquired by the Borrower or any Restricted Subsidiary after the date of this Agreement, and the replacementin each case securing Indebtedness permitted by subsection 6.2(c)(iii), extension or renewal thereof upon or in the same property; provided that (i) such Liens existed exist at the time such Person became becomes a Restricted Subsidiary or such property or assets are acquired, as the case may be, and were 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 Restricted Subsidiary, as the case may be, after the time such Person becomes a Restricted Subsidiary or such property or assets are acquired, as the case may be; (i) Liens in existence on the date of this Agreement and securing Indebtedness permitted by subsection 6.2(g), provided that no such Lien is extended to cover any additional property after the date of this Agreement and that the amount of Indebtedness secured thereby, if any, thereby is not increased, except in respect increased and no such Lien is extended to cover any property or assets of commitments existing at the time such Person became a any Special Purpose Subsidiary; (j) Liens on created pursuant to the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside BuildingSecurity Documents; (k) [reserved]Liens of attachments, judgments or awards against the Borrower or its Restricted Subsidiaries, as the case may be, with respect to which an appeal or proceeding for review shall be pending or a stay of execution shall have been obtained, or which are otherwise being contested in good faith and by appropriate proceedings diligently conducted, and in respect of which adequate reserves shall have been established in accordance with GAAP on the books of the Borrower or such Restricted Subsidiary; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in restrictions on the ordinary course transfer of businessassets imposed by any of the Licenses or by the Communications Act or any other Requirement of Law; (m) statutory Liens leases or subleases granted to others not interfering in favor any material respect with the business of lessors arising in connection with property leased to the Company Borrower and its Restricted Subsidiaries taken as a whole and any interest or title of a lessor under any of its Subsidiarieslease not prohibited by this Agreement; (n) Liens securing Indebtedness the filing of a Subsidiary to the Company or another Subsidiaryfinancing statements regarding leases not prohibited by this Agreement; (o) Liens arising ground leases in respect of real property on which facil- ities owned or leased by the ordinary course of Borrower or its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a wholeRestricted Subsidiaries are located; (p) Liens in favor on goods (and the documents of title related thereto) the purchase price of which is financed by a documentary letter of credit issued for the account of the United States Borrower or its Restricted Subsidiaries (other than any Special Purpose Subsidiary), provided that such Lien secures only the obligations of America, the Borrower or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions such Restricted Subsidiaries in respect of any statutesuch letter of credit; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as on shares of the date Capital Stock of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))Unrestricted Sub- sidiaries; and (r) additional Liens (other than Liens on deposits securing hedging any property of any Special Purpose Subsidiary) which secure obligations incurred and liabilities of the Borrower and its Restricted Subsidiaries (other than with respect to custom software to the extent the obligations secured by such Lien exceed $25,000,000) not exceeding $100,000,000 in the ordinary course of businessaggregate at any time outstanding.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, zoning restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances other restrictions and other similar encumbrances affecting property which previously or hereafter incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiary, or which are set forth in title insurance policies or commitments delivered to Administrative Agent pursuant to the terms of this Agreement; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by subsection 7.2(f), provided that no such Lien is spread expanded to cover any additional property (other than after-acquired title in or any material improvements to on such property and proceeds of the property existing collateral in accordance with the instrument creating such Lien) after the Closing Date and that the amount of Indebtedness secured thereby is not increasedincreased and extensions, renewals or replacements thereof provided that no such extension, renewal or replacement shall shorten the fixed maturity or increase the principal amount of the original Indebtedness; and provided, further, that the assets of the Borrower and its Subsidiaries encumbered by such Liens are existing equipment and other existing tangible assets; (hg) Liens securing Indebtedness of the Company Borrower and its Subsidiaries not prohibited hereunder permitted by subsection 7.2(b) and subsection 7.2(k) incurred to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement 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 secured by any such Lien shall at no time exceed 100% of the original purchase price of such propertyproperty of such property at the time it was acquired; (ih) Liens on the property or assets of a Person corporation which becomes a Subsidiary after the date hereofhereof securing Indebtedness permitted by subsection 7.2(c), and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person corporation became a Subsidiary and were not created in anticipation thereof 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 (iiiii) the amount of Indebtedness secured thereby, if any, thereby is not increased, except ; (i) Liens (not otherwise permitted hereunder) which secure obligations not exceeding (as to the Borrower and all Subsidiaries) $2,500,000 in respect of commitments existing aggregate amount at the any time such Person became a Subsidiaryoutstanding; (j) Liens on created pursuant to the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside BuildingSecurity Documents; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts 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; (ml) statutory Liens licenses, leases or subleases permitted hereunder granted to other Persons not interfering in favor any material respect in the business of lessors arising in connection with property leased to the Company Borrower or any of its Subsidiaries; (m) so long as no Default or Event of Default shall have occurred and be continuing under subsection 8(h), attachment or judgment Liens in an aggregate amount outstanding at any one time not in excess of $7,500,000; (n) Liens securing Indebtedness arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements entered into by the Borrower, or any of a Subsidiary to its subsidiaries in the Company or another Subsidiary;ordinary course of business; and (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the United States right of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (qset-off) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported held by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations banking institutions incurred in the ordinary course of businessbusiness and which are within the general parameters customary in the banking industry.

Limitation on Liens. CreateNo Credit Party shall, incur, assume or and no Credit Party shall suffer to exist, or permit any of its Subsidiaries to to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any property of the Company or any part of its SubsidiariesProperty, whether now owned or hereafter acquired, except for:other than the following (“Permitted Liens”): (a) Liens, if any, any Lien existing on the Property of a Credit Party or a Subsidiary of a Credit Party on the Closing Date and set forth in Schedule 5.1 securing the obligations of the Company under this AgreementIndebtedness outstanding on such date and permitted by subsection 5.5(c), including replacement Liens created under on the Property currently subject to such Liens securing Indebtedness permitted by subsection 8.15.5(c); (b) any Lien created under any Loan Document; (c) Liens for taxes, assessmentsfees, fees assessments or other governmental charges to (i) which are not past due or remain payable without penalty, or (ii) the extent not required to be paid under subsection 6.1non-payment of which is permitted by Section 4.7; (cd) carriers’, warehousemen’s, suppliers’, mechanics’, landlords’, materialmen’s, repairmen’s or other like similar Liens arising in the ordinary course Ordinary Course of business Business which are not overdue delinquent for a period of more than 60 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedingsproceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained; (de) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits or bonds required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation; (e) Liens legislation or to secure the performance of tenders, statutory, regulatory, contractual or warranty obligations, surety bonds, stay, customs and appeals bonds, bids, tendersleases, governmental contract, trade contracts contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers; (f) Liens consisting of judgment or judicial attachment liens (other than for borrowed moneypayment of taxes, assessments or other governmental charges), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations the existence of a like nature, or to qualify to which do business, maintain insurance or obtain other benefits, in each case incurred in not constitute an Event of Default provided that the ordinary course enforcement of businesssuch Liens is effectively stayed; (fg) easements, rights-of-way, reservations, conditions, title exceptions, zoning and other restrictions, leases of property to othersbuilding codes, easements for installations of public utilitiesland use laws, title imperfections and restrictionsminor defects or other irregularities in title, zoning ordinances and other similar encumbrances affecting property which incurred in the aggregate do not materially impair its use for the operation Ordinary Course of the business of the Company Business or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacementimposed by law which, extension or renewal thereof upon either individually or in the same property) andaggregate, do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with respect to Indebtedness in an aggregate amount in excess the ordinary conduct of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover the businesses of any additional property Credit Party or any material improvements to the property after the Closing Date and that the amount Subsidiary of Indebtedness secured thereby is not increasedany Credit Party; (h) Liens on any Property acquired or held by any Credit Party or any Subsidiary of any Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the Company cost of acquiring such Property and its Subsidiaries not prohibited hereunder incurred to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same propertypermitted under subsection 5.5(d); provided that (i) any such Liens shall be created Lien attaches to such Property concurrently with or within 270 ninety (90) days after the acquisition or improvement of such fixed or capital assetsthereof, (ii) such Liens do not at any time encumber any property other than Lien attaches solely to the property financed by Property so acquired in such Indebtedness transaction and the proceeds thereof, and (iii) the principal amount of Indebtedness the debt secured by any such Lien shall at no time thereby does not exceed 100% of the original purchase price cost (including any out-of-pocket expenses associated with the acquisition of such propertyProperty) of such Property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiarysecuring Capital Lease Obligations permitted under subsection 5.5(d); (j) Liens on any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Buildingother Loan Documents; (k) [reserved]Liens arising from precautionary uniform commercial code and PPSA financing statements filed under any lease permitted by this Agreement; (l) usual non-exclusive licenses and customary set off rights with respect sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party or any Subsidiary of a Credit Party as lessor or sublessor) to bank accounts and brokerage accounts third parties in the ordinary course Ordinary Course of businessBusiness not interfering in any material respect with the business of the Credit Parties or any of their Subsidiaries; (m) statutory Liens in favor of lessors collecting banks arising under Section 4-210 of the Uniform Commercial Code or, with respect to collecting banks located in connection with property leased to the Company or any State of its SubsidiariesNew York, under Section 4-208 of the Uniform Commercial Code; (n) Liens securing Indebtedness (i) in favor of a Subsidiary banking or other depositary institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary to the Company or another Subsidiarybanking industry, (ii) in favor of a financial institution arising as a matter of law encumbering financial assets on deposit in securities accounts (including the right of set-off) and which are within the general parameters customary to the securities industry and (iii) that are contractual rights of set-off relating to the establishment of depository and cash management relations with banks not given in connection with the issuance of Indebtedness for borrowed money and which are within the general parameters customary to the banking industry; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by a Borrower or any Subsidiary of a Borrower in the ordinary course Ordinary Course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a wholeBusiness; (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 United States importation of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions goods in the Ordinary Course of any statuteBusiness; (q) Liens not otherwise arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (r) Subordinated Second Liens; (s) Liens attaching solely to xxxx xxxxxxx money deposits in connection with Investments permitted under this subsection 7.3 securing obligations Section 5.4; (t) Liens on Property, and only such Property, which is the subject of an unconsummated asset purchase agreement in connection with an aggregate amount not exceeding at asset disposition permitted hereunder, which Liens secure the obligation of a Credit Party or any time 15% Subsidiary of Consolidated Net Tangible Assets as a Credit Party under such agreement; (u) Liens arising under Section 2-507 of the date UCC; (v) Liens consisting of incurrence (on a pro forma basisprepayments and security deposits in connection with leases, for the avoidance of doubtsubleases, in accordance with the financial statements as most recently reported licenses, sublicenses, use and occupancy agreements, utility services and similar transactions entered into by the Company applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business and not required as a result of any breach of any agreement or default in payment of any obligation; (w) Liens granted by Foreign Subsidiaries (i) encumbering cash collateral provided by such Foreign Subsidiaries to issuers of letters of credit as security for letters of credit permitted pursuant to subsection 6.4 on or prior 5.5(p), (ii) encumbering cash collateral provided by Foreign Subsidiaries as security for their obligations under performance and surety bonds permitted pursuant to subsection 5.5(r) and (iii) as security for Indebtedness permitted pursuant to subsection 5.5(q); (x) Liens encumbering the assets of a Target to the extent securing Indebtedness permitted pursuant to subsection 5.5(o)(ii), solely to the extent such date or, if Liens encumber no assets other than the assets of the Target encumbered by such Liens immediately prior to the first report under subsection 6.4Acquisition of such Target; (y) to the extent not included above, as reported Prior Claims that are unregistered and secure amounts that are not yet due and payable; (z) with respect to Canadian Borrower or any Canadian Subsidiary, reservations in any original grants from the most recent financial statements delivered pursuant Crown of any land or interest therein, statutory exceptions to subsection 5.1(d))title, and reservations of mineral rights (including coal, oil and natural gas) in any grants from the Crown or from any other predecessor in title; and (raa) other Liens on deposits not described above securing hedging obligations incurred in other than Indebtedness for borrowed money, provided the ordinary course aggregate outstanding amount of businessthe obligations secured thereby does not exceed the US Dollar Equivalent of $5,000,000.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, zoning restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances other restrictions and other similar encumbrances affecting property which previously or hereafter incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiary; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by subsection 7.2(f), provided that no such Lien is spread expanded to cover any additional property (other than after-acquired title in or any material improvements to on such property and proceeds of the property existing collateral in accordance with the instrument creating such Lien) after the Closing Date and that the amount of Indebtedness secured thereby is not increasedincreased and extensions, renewals or replacements thereof provided that no such extension, renewal or replacement shall shorten the fixed maturity or increase the principal amount of the original Indebtedness; and provided, further, that the assets of the Borrower and its Subsidiaries encumbered by such Liens are existing equipment and other existing tangible assets; (hg) Liens securing Indebtedness of the Company Borrower and its Subsidiaries not prohibited hereunder permitted by subsections 7.2(b) and 7.2(k) incurred to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement 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 secured by any such Lien shall at no time exceed 100% of the original purchase price of such propertyproperty of such property at the time it was acquired; (ih) Liens on the property or assets of a Person corporation which becomes a Subsidiary after the date hereofhereof securing Indebtedness permitted by subsection 7.2(c), and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person corporation became a Subsidiary and were not created in anticipation thereof 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 (iiiii) the amount of Indebtedness secured thereby, if any, thereby is not increased, except ; (i) Liens (not otherwise permitted hereunder) which secure obligations not exceeding (as to the Borrower and all Subsidiaries) $35,000,000 in respect of commitments existing aggregate amount at the any time such Person became a Subsidiaryoutstanding; (j) Liens on created pursuant to the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside BuildingPledge Agreements; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts 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; (ml) statutory Liens licenses, leases or subleases permitted hereunder granted to other Persons not interfering in favor any material respect in the business of lessors arising in connection with property leased to the Company 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 securing Indebtedness arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements entered into by the Borrower, or any of a Subsidiary to its subsidiaries in the Company or another Subsidiary;ordinary course of business; and (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the United States right of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (qset-off) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported held by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations banking institutions incurred in the ordinary course of businessbusiness and which are within the general parameters customary in the banking industry.

Limitation on Liens. Create, incur, assume Create or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiaries, whether now owned or hereafter acquiredCollateral, except for:(each of the following, a "Permitted Lien"): (ai) Liens, if any, securing Liens at any time granted in favor of Agent for the obligations benefit of the Company under this Agreement, including Liens created under subsection 8.1Secured Parties; (bii) Liens for taxes, assessments, fees assessments or governmental charges (excluding any Lien imposed pursuant to any of the extent provisions of ERISA) which are not required to be paid under subsection 6.1yet due, or which are being contested in good faith and by appropriate proceedings, and for which the applicable Borrower maintains reserves on its books in accordance with GAAP; (ciii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of the business which of any Borrower by operation of law or regulation (including liens of carriers, warehousemen, mechanics, materialmen and other like Liens), (A) securing obligations that are not overdue for a period of by more than 60 30 days or which are being contested in good faith by appropriate proceedings; (d) pledges or deposits proceedings and for which the affected Borrower maintains reserves on its books in connection accordance with workers’ compensation, unemployment insurance and other social security legislation; (e) Liens to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 GAAP and (iiiB) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property; (i) which Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the Collateral of such Borrower or materially impair the use thereof in the operation of the business of the Company and its Subsidiaries, taken as a wholesuch Borrower; (piv) Liens in favor existing on the date of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statutethis Agreement and identified on Schedule 8.2.4; (qv) [intentionally omitted]; (vi) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on incurred or prior to such date or, if prior to the first report under subsection 6.4, as reported deposits made in the most recent financial statements delivered pursuant to subsection 5.1(d)); and ordinary course of business in connection with (rA) Liens on deposits securing hedging workers' compensation, social security, unemployment insurance, pension and other like laws or (B) contracts, leases, statutory obligations, work in progress advances, bids, tenders, indemnity or performance bonds and other similar obligations incurred in the ordinary course of business and which are not incurred in connection with the borrowing of money or the payment of the deferred purchase price of Property; (vii) judgment Liens that do not give rise to an Event of Default under subsection 10.1.13; (viii) rights of setoff or bankers' liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business; and (ix) such other Liens as Majority Lenders may hereafter approve in writing.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business, and deposits to secure obligations under contracts to purchase towers or other related assets; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Initial Amendment Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Initial Amendment Date and that the amount of Indebtedness secured thereby is not increased; (g) [reserved]; (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 Subsidiary in the ordinary course of its business and covering only the assets so leased (including landlord’s Liens on any property placed on the property subject to such lease); (j) Liens on cash deposits to secure Indebtedness permitted by Section 7.2(g); (k) 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 Subsidiary, in each case after the date hereof securing Indebtedness permitted by Section 7.2(h); provided, that such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary; provided, further, that such Lien does not extend to or cover any other assets or property of the Borrower or any other Subsidiary; (l) Liens securing judgments not constituting an Event of Default under Section 8(h); (m) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (n) other Liens securing obligations, including Indebtedness, in an aggregate principal amount at any one time outstanding not to exceed the greater of $175,000,000 and 32.5% of Annualized Borrower EBITDA determined for the most recent fiscal quarter ended for which financial statements have been or are required to be delivered pursuant to Section 6.1 (it being understood that unaudited financial statements for the fourth fiscal quarter shall be disregarded for purposes hereof); and (o) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred permitted by Section 7.2(l) to finance the acquisition or improvement construction of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i1) such Liens shall be created within 270 90 days after the acquisition or improvement of such fixed or capital assets, assets and (ii2) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessIndebtedness.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property Capital Stock of Timberlands, Xxxxx or their Subsidiaries directly or indirectly owned by it or on any of the Company Property or revenues of Timberlands, Xxxxx or any of its Subsidiariessuch Subsidiary, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 6.3 securing Indebtedness permitted by Section 6.2(e) (including refinancings, refundings, renewals or extensions of Indebtedness permitted by Section 6.2(e)), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company Xxxxx and its Subsidiaries not prohibited hereunder or Timberlands and its Subsidiaries incurred pursuant to Section 6.2(d) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of thereby is not increased; (h) Liens created pursuant to the original purchase price of such propertySecurity Documents, the Paper Company Loan Documents, the Second Priority Note Security Documents and the Xxxx Xxxxxxx Credit Agreement; (i) Liens on the property any interest or assets title of a Person which becomes a lessor under any lease entered into by the Borrower or any other Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at ordinary course of its business and covering only the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiaryassets so leased; (j) Liens on not otherwise permitted by this Section 6.3 so long as neither (i) the Headquarters, aggregate outstanding principal amount of the Waterside Garage, obligations secured thereby nor (ii) the Clocktower Building aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and the Waterside Buildingall Subsidiaries) $1,500,000 at any one time; (k) [reserved]Liens arising under or in connection with Environmental Laws which are being contested in good faith by appropriate proceedings provided that adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries, as the case may be, in conformity with GAAP and that such Liens relate to potential liabilities that are not reasonably expected to exceed, individually or in the aggregate, $3,000,000; (l) usual and customary set off rights Liens securing reimbursement obligations of the Borrower or any Applicable Subsidiary with respect to bank accounts letters of credit that encumber documents and brokerage accounts in other property relating to such letters of credit and the ordinary course of businessproducts and proceeds thereof; (m) statutory Liens in favor arising by reason of lessors arising in connection with property leased to any judgment, decree or order of any court so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been duly initiated for the Company review of such judgment, decree or any of its Subsidiariesorder shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (n) Liens securing Indebtedness of a Subsidiary Timberlands incurred pursuant to Section 6.2(m) to finance the Company or another Subsidiary;purchase of timberlands acreage; and (o) Liens arising in the ordinary course of its business which do not secure securing Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(dSection 6.2(c)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) Permitted Liens, if any, securing the obligations of the Company under this Agreement, including Liens created under subsection 8.1; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 days or which are being contested in good faith securing Debt permitted by appropriate proceedings; (d) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (e) Liens to secure the performance of bids, tenders, trade contracts (other than for borrowed moneySection 8.1(c), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be are created within 270 days after the acquisition or improvement of such upon fixed or capital assetsassets 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 such Liens do not at any time encumber any 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 other than the property financed by such Indebtedness and subject thereto, (iii) the principal amount of Indebtedness the Debt secured by any such Lien shall at no time exceed 100% of the original sum of 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 propertyLien shall be created over any owned real property of any Credit Party for which the Agent has received a Mortgage or for which such Credit Party is required to execute a Mortgage pursuant to the terms of this Agreement; (ic) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased pursuant to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))Loan Documents; and (rd) other Liens, existing on the Effective Date, set forth on Schedule 8.2 (excluding Liens to be satisfied with the proceeds of the Advances) and renewals, refinancings and extensions thereof on deposits securing hedging obligations incurred substantially the same or better terms as in effect on the ordinary course Effective Date and otherwise in compliance with this Agreement. Regardless of businessthe provisions of this Section 8.2, no Lien over the Equity Interests of the Borrower or any Subsidiary of the Borrower (except for those Liens for the benefit of the Agent and the Lenders) shall be permitted under the terms of this Agreement.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto (if any, securing required by GAAP) are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 30 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, subleases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d) or obligations described on Schedule 7.3(f), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, assets and (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and the proceeds thereof; (iiih) Liens created pursuant to the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such propertySecurity Documents; (i) Liens on the property any interest or assets title of a Person which becomes a Subsidiary after lessor under any lease entered into by the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company Borrower or any of its Subsidiaries; (n) Liens securing Indebtedness of a other Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in covering only the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a wholeassets so leased; (pj) Liens arising from judgments in favor circumstances not constituting an Event of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statuteDefault under Section 8(h); (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (rk) Liens on deposits property or assets acquired pursuant to an acquisition permitted under Section 7.8(h) (and proceeds thereof) or assets of a Subsidiary of Borrower in existence at the time such Subsidiary is acquired pursuant to an acquisition permitted under Section 7.8(h) (and proceeds thereof); (l) Liens on Property or assets of Excluded Subsidiaries securing hedging obligations Indebtedness permitted by this Agreement to be incurred by such Subsidiaries; (m) receipt of progress payments and advances from customers in the ordinary course of business to the extent same creates a Lien on the related inventory and proceeds thereof; (n) Borrower and its Subsidiaries may sell and grant Liens in receivables and related assets (including proceeds thereof) arising from goods and services provided to Honeywell International, Inc. and its affiliates, pursuant to factoring arrangements entered into in the ordinary course of business; and (o) other Liens with respect to obligations that do not exceed $5,000,000 at any one time outstanding.

Limitation on Liens. Create, incur, assume or suffer permit to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes, if anyassessments or other governmental charges not yet due or which are being contested in good faith by appropriate proceedings, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's, landlords' or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which do not materially impair its use for interfere with the operation ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred to finance the acquisition or improvement of construction of, or repairs, improvements or additions to, fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property of the Borrower or its Subsidiaries other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured thereby is not increased; (h) any interest or title of a lessor under any lease entered into by the Borrower or any such Lien shall at no time exceed 100% other Subsidiary in the ordinary course of its business and covering only the original purchase price of such propertyassets so leased; (i) any Lien securing Indebtedness, neither assumed nor guaranteed by the Borrower or any of its Subsidiaries nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by the Borrower for substation, metering station, pump station, storage, gathering line, transmission line, transportation line, distribution line or for right-of-way purposes, any Liens on reserved in leases for rent and for compliance with the property or assets terms of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or leases in the same property; provided case of leasehold estates, to the extent that any such Lien referred to in this clause (i) does not materially impair the use of the Property covered by such Liens existed at Lien for the time purposes of which such Person became a Subsidiary and were not created in anticipation thereof and (ii) Property is held by the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company Borrower or any of its Subsidiaries; (j) inchoate Liens arising under ERISA; (k) 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; (l) defects, irregularities and deficiencies in title of any rights of way or other Property of the Borrower or any 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 the Borrower or any Subsidiary, and defects, irregularities and deficiencies in title to any Property of the Borrower or its Subsidiaries, which defects, irregularities or deficiencies have been cured by possession under applicable statutes of limitation; (m) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Borrower or any of its Subsidiaries on deposit with or in possession of such bank; (n) Liens securing Indebtedness created in connection with any Securitization Transaction and any Synthetic Lease, in each case encumbering only the Property that is the subject of a Subsidiary to the Company or another Subsidiarysuch transaction; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value on any part of the business of Anacortes Facility (other than Liens on the Company and its Subsidiariesfluid catalytic cracking unit or the solvent deasphalter to the extent permitted by subsection 7.3(g)), taken as provided, that the Obligations are secured on a whole;first priority basis prior to all other Indebtedness secured thereby; and (p) Liens in favor on existing assets of the United States of America, Borrower or any state thereof, its Subsidiaries securing up to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as $20,000,000 of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessIndebtedness.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien of any kind upon any of their property of the Company or any of its Subsidiariesassets, income or profits, whether now owned or hereafter acquired, except for: (a) Liens, if any, securing the obligations Liens existing as of the Company under date of this AgreementAgreement referred to in the financial statements referred to in Section 5.1 hereof, including provided, however, that such Liens created under subsection 8.1; are not spread to cover other or additional indebtedness or property of any Co-Borrower or Guarantor; (b) Liens for taxestaxes not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of a Co-Borrower or Guarantor, assessmentsas the case may be, fees or governmental charges to the extent not required to be paid under subsection 6.1; in accordance with GAAP; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business for sums which are not overdue for a period of more than 60 45 days or which are being contested in good faith and by appropriate proceedings; ; (d) pledges or deposits in connection with workers’ worker's compensation, unemployment insurance and other social security legislation; ; (e) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; ; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do notwhich, 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 interfere with the ordinary conduct of the business of any Co-Borrower or any Guarantor; (g) Liens covering real or personal property in existence at the Company time of acquisition thereof by a Co-Borrower or a Guarantor, and its Subsidiariespurchase money mortgages and purchase money security interests (including the Lien or retained security title of a conditional vendor) covering real or personal property hereafter acquired by a Co-Borrower or a Guarantor in the ordinary course of business, taken as provided such Lien shall not exceed 100% of the purchase price of the property so encumbered and no such Lien covers, or is extended to cover, any other property owned by a whole; Co-Borrower or a Guarantor; and (ph) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessAgent.

Limitation on Liens. Create, incur, assume or suffer to existNone of the Borrowers shall, or permit any of its Subsidiaries to Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist, exist any Lien upon or with respect to any property part of the Company or any of its Subsidiariestheir respective property, whether now owned or hereafter acquired, except for:other than the following (“Permitted Liens”): (a) any Lien existing on property of any Borrower or any Subsidiary on the Closing Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date (“Existing Liens, if any, securing the obligations of the Company under this Agreement, including Liens created under subsection 8.1”); (b) any Lien created under any Loan Document; (c) Liens for taxes, assessmentsfees, fees assessments or other governmental charges to which are not delinquent or remain payable without penalty, provided that no notice of lien has been filed or recorded under the extent not required to be paid under subsection 6.1Code; (cd) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like similar Liens arising in the ordinary course of business which are not overdue for a period of more than 60 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; (de) 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; (ef) Liens to secure on the property of any Borrower or any of its Subsidiaries securing (i) the non-delinquent performance of bids, tenders, 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, or to qualify to do business, maintain insurance or obtain other benefits, ; in each case case, incurred in the ordinary course of business; (fg) easements, rights-of-wayrights‑of‑way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially impair its use for detract from the operation value of the business property subject thereto or interfere with the ordinary conduct of the Company or such Subsidiary; (g) Liens in existence on businesses of the Closing Date securing Indebtedness in existence on the Closing Date (Borrowers and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date and that the amount of Indebtedness secured thereby is not increasedtheir Subsidiaries; (h) Liens on property of a Person subject to an Acquisition existing at the time of such Acquisition; (i) Liens existing on the Closing Date on property of one or more Subsidiaries securing Indebtedness of such Subsidiaries; (j) Liens on Receivables, lease receivables and other obligations owing to any of the Company Borrowers or any domestic Wholly-Owned Subsidiary to the extent such Receivables, lease receivables and its Subsidiaries not prohibited hereunder incurred other obligations have been sold under a Receivables Purchase Facility permitted under Section 7.02(d); (k) Liens arising solely by virtue of any statutory or common law provision relating to finance the acquisition banker’s liens, rights of set-off or improvement of fixed similar rights and remedies as to deposit accounts or capital assets, and the replacement, extension or renewal thereof upon or in the same propertyother funds maintained with a creditor depository institution; provided that (i) such Liens shall be created within 270 days after deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the acquisition or improvement applicable Borrower in excess of such fixed or capital assetsthose set forth by regulations promulgated by the FRB, and (ii) such Liens do deposit account is not at any time encumber any property other than the property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured intended by any such Lien shall at no time exceed 100% of Borrower or any Subsidiary to provide collateral to the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same propertydepository institution; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved];and (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 hereunder on any property securing obligations Indebtedness; provided that the amount of Indebtedness so secured together with Indebtedness permitted to be secured pursuant to Section 7.01(a) above shall not exceed in an the aggregate amount not exceeding at any time 15outstanding 10% of Consolidated Net Tangible Assets the consolidated total tangible assets (balance sheet total assets less goodwill and intangibles) of Toro and its Subsidiaries determined as of the date end of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course ended fiscal quarter of businessToro.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or that are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 60 30 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (d) any attachment or judgment liens not resulting in an Event of Default under Section 8(h); (e) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(g), securing Indebtedness permitted by Section 7.2(d), provided that that, no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increasedincreased except as permitted by Section 7.2(d); (h) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacementincluding Real Property, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such propertythereby is not increased; (i) Liens on created pursuant to the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a SubsidiarySecurity Documents; (j) Liens on any interest or title of a lessor under any Lease entered into by the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company Borrower or any of its Subsidiaries; (n) Liens securing Indebtedness of a other Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in covering only the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a wholeassets so leased; (pk) Liens in favor on (x) fee-owned property or Real Property leases of the United States Non-Recourse Subsidiary Borrowers and any related Property (other than the Capital Stock of Americaany 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 any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions (y) in the case of any statuteMortgage 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; (ql) 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; and (m) Liens not otherwise permitted under this subsection 7.3 hereunder securing obligations Indebtedness in an aggregate principal amount not exceeding at to exceed $2,500,000, provided that, no such Lien shall encumber any time 15% of Consolidated Net Tangible Assets as of Collateral. Notwithstanding the date of incurrence (on a pro forma basis, for the avoidance of doubtforegoing, in accordance with no event shall any Lien be created, incurred, assumed or suffered to exist on Capital Stock of any Person that is the financial statements as most recently reported by the Company direct or indirect owner of any Borrowing Base Property, except Liens created pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessSecurity Documents.

Limitation on Liens. CreateBorrower will not incur, incurcreate, assume or suffer permit to exist, or and will not permit any of its Subsidiaries Subsidiary to incur, create, incur, assume or suffer permit to exist, any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens in favor of Agent as agent for Lenders, if any, securing the obligations of the Company under this Agreement, including Liens created under subsection 8.1; (b) Liens for taxesdescribed on Schedule 8.2, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’purchase money Liens and Liens related to Capitalized Lease Obligations securing Debt permitted by Section 8.1(b), warehousemen’swhich Liens cover only the assets financed or leased, mechanics’as applicable, materialmen’swith the Debt permitted by Section 8.1(b), repairmen’s (d) encumbrances consisting of easements, zoning restrictions or other like Liens arising restrictions on the use of real property that do not (individually or in the ordinary course aggregate) materially affect the value of business the assets encumbered thereby or materially impair the ability of Borrower or any Subsidiary to use such assets in its business, and none of which is violated in any material respect by existing or proposed structures or land use, (e) Liens for Taxes which (i) are not overdue for a period of more than 60 days delinquent or are payable without penalty, or (ii) (A) which are being contested in good faith by appropriate proceedings; proceedings diligently conducted and (dB) for which Borrower or such Subsidiary has set aside on its books adequate reserves against such Tax in accordance with GAAP, (f) Liens of mechanics, materialmen, repairmen, landlords, warehousemen, carriers or other similar statutory Liens securing obligations that are not yet overdue by more than 30 days (or are being contested in good faith, for which adequate reserves have been established) and are incurred in the ordinary course of business, (g) Liens consisting of pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and or other social security legislation; (e) Liens to secure the performance of bidssecurity, tenders, trade contracts (other than for borrowed money), leases, statutory old age pension or public liability obligations, surety and appeal bonds, performance bonds and other (h) additional Liens on assets of Borrower or any Subsidiary that are not otherwise permitted by this Section 8.2 that secure obligations of a like nature, or up to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess for all such Liens which does not exceed at any time the greater of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof $10,000,000.00 and (ii) the amount five percent (5.0%) of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken EBITDA as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets calculated as of the date end of incurrence (on a pro forma basis, the most recently ended fiscal quarter of Borrower for which financial statements are available for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and four (r4) Liens on deposits securing hedging obligations incurred in the ordinary course of businessfiscal quarters then ended.

Limitation on Liens. CreateDirectly or indirectly, incurmake, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon or with respect to any property of the Company or any part of its Subsidiariesproperty, whether now owned or hereafter acquired, except for:other than the following (“Permitted Liens”): (a) Liens, if any, any Lien existing on property of any Loan Party on the Closing Date and set forth in Schedule 8.01 securing the obligations of the Company under this Agreement, including Liens created under subsection 8.1or reflecting Debt outstanding on such date; (b) any Lien created under any Loan Document; (c) Liens for taxes, assessmentsfees, fees assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent not required to be paid that non-payment thereof is permitted by Section 7.07, provided that no notice of lien has been filed or recorded under subsection 6.1the Code; (cd) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like similar Liens arising in the ordinary course of business which are not overdue for a period of more than 60 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; (de) 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; (ef) Liens to secure on the property of any Loan Party securing (i) the non-delinquent performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety (ii) Contingent Obligations in connection with performance bonds, Surety Bonds and appeal bonds, performance bonds and (iii) other non-delinquent obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case case, incurred in the ordinary course of business; provided that all such Liens in the aggregate could not reasonably be expected to cause a Material Adverse Effect; (fg) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially impair its use for detract from the operation value of the business property subject thereto or materially interfere with the ordinary conduct of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess businesses of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date and that the amount of Indebtedness secured thereby is not increasedLoan Party; (h) Liens securing Indebtedness obligations in respect of the Company capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted hereunder; (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 its Subsidiaries not prohibited hereunder incurred remedies as to finance the acquisition deposit accounts or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same propertyother funds maintained with a creditor depository institution; provided that (i) such Liens shall be created within 270 days after deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by any Loan Party in excess of those set forth by regulations promulgated by the acquisition or improvement of such fixed or capital assetsFRB, and (ii) such Liens do deposit account is not at any time encumber any property other than the property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured intended by any such Lien shall at no time exceed 100% of Loan Party to provide collateral to the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiarydepository institution; (j) Liens on in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building;importation of goods; and (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in Liens incurred after the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens Closing Date securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions obligations of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, Loan Party incurred for the avoidance purpose of doubtCapital Expenditures authorized by Section 8.18 of this Agreement, in accordance with provided that such obligations shall not exceed the financial statements as most recently reported amount allowed to be expended by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course Section 8.18 of businessthis Agreement.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes, if any, securing assessments or governmental charges or levies not yet delinquent or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's, landlords' or other like Liens arising in the ordinary course of business business, and Liens imposed by law, in each case which are not overdue for a period of more than 60 30 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases minor defects or irregularities of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gi) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d) and (ii) Liens securing Indebtedness permitted under Section 7.2(r), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Effective Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition acquisition, repair or improvement of fixed or capital assets, assets (including any interest or title of a lessor under any Capital Lease Obligation) and the replacement, extension or renewal thereof upon or in the same real property; provided that (i) such Liens shall be created within 270 180 days after the acquisition or improvement of such fixed or capital assetsassets or real property, as the case may be, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of thereby is not increased; (h) Liens created pursuant to this Agreement and the original purchase price of such propertySecurity Documents; (i) Liens arising from judgments or decrees which do not result in an Event of Default under Section 8(h); (j) Liens securing Indebtedness of Foreign Subsidiaries permitted to be incurred pursuant to Section 7.2(o), so long as any such Lien attaches only to the assets of the respective Foreign Subsidiary that has incurred such Indebtedness; (k) Liens on the property or any assets of a Person which becomes a Subsidiary after the date hereofhereof pursuant to an Acquisition or Subsidiary Acquisition permitted under Section 7.8(i) and Liens on fixed assets otherwise acquired pursuant to any such Acquisition or Subsidiary Acquisition, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary or such assets were acquired, as the case may be, and were not created in anticipation of the acquisition, (ii) any such Lien does not by its terms cover any property or assets after the time such Person becomes a Subsidiary or such assets were acquired, as the case may be, which were not covered immediately prior thereto and (iii) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time such Person becomes a Subsidiary or such assets are acquired, as the case may be; (l) all building codes and zoning ordinances and other laws, ordinances, regulations, rules, orders or determinations of any federal, state, county, municipal or other governmental authority now or hereafter enacted; (m) Liens on the Property financed with the proceeds of the Indebtedness permitted by Section 7.2(n) to secure such Indebtedness; (n) Liens securing reimbursement of obligations in respect of (i) documentary letters of credit, provided that such Liens cover only the documents, the goods covered thereby and the proceeds thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except bankers' acceptances created in respect of commitments existing at drawings under such letters of credit, provided that such Liens cover only the time specific goods financed under such Person became a Subsidiaryletter of credit and the proceeds thereof; (jo) Liens consisting of rights of set-off of a customary nature or bankers' liens on the Headquartersamounts on deposit, the Waterside Garagewhether arising by contract or operation of law, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts incurred in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens encumbering customary initial deposits in favor respect of the United States of America, or any state thereof, to secure partial, progress, advance commodity trading accounts or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations brokerage accounts incurred in the ordinary course of business; (q) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Subsidiary Guarantors in connection with any letter of intent or purchase agreement entered into by it in connection with an Acquisition or Subsidiary Acquisition permitted under Section 7.8(i); (r) Liens on assets sold pursuant to Sale/Leaseback Transactions permitted under Section 7.11; (s) 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, 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 Subsidiaries) $2,500,000 at any one time; (t) Liens on goods in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of such goods; (u) Liens securing obligations (other than Indebtedness) under operating, reciprocal easements or similar agreements entered into in the ordinary course of business by the Borrower and its Subsidiaries which do not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries; (v) Liens consisting of any right of set-off granted to any financial institution acting as a lockbox bank in connection with a Permitted Receivables Financing; (w) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto; and (x) Liens filed for the purpose of perfecting the ownership interests of a purchaser of Receivables, equipment loans and related assets pursuant to any Permitted Receivables Financing.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which which, in the aggregate aggregate, do not in any case materially impair its use for detract from the operation value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such SubsidiaryBorrower and its Subsidiaries taken as a whole; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 6.2(f), provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. CreateThe Lessee will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to to, create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except forexcept: (a1) LiensLiens imposed by any governmental authority for taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings if any, securing adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementLessee or any of its Subsidiaries, including Liens created under subsection 8.1as the case may be, in accordance with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c2) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith and by appropriate proceedings; (d3) pledges or deposits in connection with workers’ under worker's compensation, unemployment insurance and other social security legislation; (e4) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i5) Liens on the property or assets of a Person corporations which becomes a Subsidiary become Subsidiaries of the Lessee after the date hereofof this Lease, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed are in existence at the time such Person became a Subsidiary the respective corporations become Subsidiaries of the Lessee and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiarythereof; (j6) Liens on upon real property, fixtures and equipment (excluding equipment that constitutes inventory) acquired after the Headquartersdate hereof (by purchase, construction or otherwise) by the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company Lessee or any of its Subsidiaries; (n7) Liens securing Indebtedness of a Subsidiary to upon the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value assets of the business of the Company Lessee and its Subsidiaries, taken as a whole; (p) Liens Subsidiaries in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of existence on the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))hereof; and (r) 8) any extension, renewal or replacement of the foregoing, provided, however, that the Liens on deposits securing hedging obligations incurred permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property). As used in this Section 32(c), the ordinary course of business.following terms have the meanings indicated below:

Limitation on Liens. Create, incurNeither the Borrower nor any Guarantor will create, assume or suffer to existexist any lien, mortgage, pledge or permit other encumbrance of any of kind with respect to its Subsidiaries to create, incur, assume real or suffer to exist, any Lien upon any property of the Company or any of its Subsidiariespersonal property, whether now owned or hereafter acquired, except for: : (ai) Liensliens in favor of the Lender, (ii) liens for taxes or assessments or other government charges or levies not yet due and payable or if anydue and payable being actively contested in good faith by appropriate proceedings and for which appropriate reserves are maintained; (iii) liens imposed by law, such as mechanics', materialmen's, and landlords' liens, securing the obligations of the Company under this Agreement, including Liens created under subsection 8.1; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising incurred in the ordinary course of business which are not overdue for a period of more than 60 days past due or which are being actively contested in good faith by appropriate proceedings; proceedings and for which appropriate reserves have been established; (div) pledges or deposits in connection with workers’ liens under workmen's compensation, unemployment insurance and other insurance, social security legislation; or similar legislation arising in the ordinary course of business and for which the underlying obligations are not yet due; (ev) Liens liens, deposits, or pledges to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and or other similar obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred arising in the ordinary course of business; ; (fvi) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances judgment and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors liens arising in connection with property leased to court proceedings, provided the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance execution or other payments pursuant to any contract or provisions enforcement of any statute; such liens is effectively stayed, and the claims secured thereby are being actively contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; and (qvii) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of liens existing on the date of incurrence hereof and listed on Schedule 4.12 hereto (on a pro forma basisand extension, for renewal and replacement liens upon the avoidance of doubtsame property subject to such listed lien, in accordance with provided that the financial statements as most recently reported amount secured by each such lien constituting such an extension, renewal or replacement lien shall not exceed the amount secured by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(dlien theretofore existing)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not overdue for a period longer than 30 days (or, if anyshorter, securing the obligations grace period applicable thereto) or that are being contested in good faith by appropriate proceedings and for which adequate reserves with respect thereto are maintained on the books of the Company under this Agreementor its Restricted Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxesof landlords arising by statute, assessmentsinchoate, fees statutory or governmental charges to the extent not required to be paid under subsection 6.1; (c) construction liens and liens of suppliers, 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 for amounts not overdue for a period of more than 60 90 days past due or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens pledges or deposits to secure the performance of or in connection with bids, tenders, 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, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (fe) minor encroachments, easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, do not materially impair its use for interfere with the operation ordinary conduct of the business of the Company or such Subsidiaryany of its Restricted Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date and that the amount of Indebtedness secured thereby is not increased7.03(f); (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder or any Restricted Subsidiary incurred pursuant to finance the acquisition or improvement of fixed or capital assetsSection 7.02(c), and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after of the acquisition acquisition, construction, repair, replacement or improvement of such fixed or capital the applicable assets, (ii) such Liens do not at any time encumber any property Property (except for additions and accessions to such Property) other than the property Property financed by such Indebtedness and the proceeds and products thereof, provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender, and (iii) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets) other than the principal amount assets subject to such Capital Lease Obligations and the proceeds and products thereof; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (h) Liens securing Permitted Assumed Acquisition Indebtedness secured by any permitted pursuant to Section 7.02(k); provided that (w) the Senior Secured Net Leverage Ratio shall not exceed 2.00:1.00 on a Pro Forma Basis as of the last day of the most recently ended Test Period, (x) if such Liens are on Collateral, such Lien shall at no time exceed 100% be subject to a Customary Intercreditor Agreement, and (y) such Lien was not created in anticipation of or in connection with the Permitted Acquisition pursuant to which such Person became a Subsidiary of the original purchase price of such propertyCompany; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; discounting or factoring of receivables (jand relating assets) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect by Foreign Subsidiaries pursuant to bank accounts and brokerage accounts factoring or other receivable sale arrangements entered into in the ordinary course of business; (mj) statutory any Liens (i) created pursuant to the Security Documents, (ii) created to facilitate the Transactions or (iii) granted in favor of lessors arising 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 connection with property leased to the Letters of Credit, as contemplated by Section 2.26; (k) any interest or title of a lessor under any operating lease entered into by the Company or any Subsidiary in the ordinary course of its Subsidiariesbusiness and covering only the assets so leased; (l) Liens securing Indebtedness incurred pursuant to Section 7.02(y); (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 a Subsidiary Section 7.02, provided that such Liens shall be permitted only with respect to unearned premiums and dividends which may become payable under the Company or another Subsidiaryrelevant insurance policies and loss payments which reduce the unearned premiums under such insurance policies; (o) Liens arising any Lien that is customary in the ordinary course banking industry and constituting a right of its business which do not secure Indebtedness and do notset-off, in revocation, refund or chargeback under a deposit agreement or under the aggregate, materially detract from the value Uniform Commercial Code of the business of a bank or other financial institution where deposits are maintained by the Company and its Subsidiaries, taken as a wholeor any Subsidiary; (p) Liens in favor of the United States customs and revenue authorities arising as a matter of America, or any state thereof, law to secure partial, progress, advance or other payments pursuant to any contract or provisions payment of any statutecustoms duties in connection with the importation of goods; (q) Liens not otherwise on Property of non-Loan Parties securing permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); andnon-Loan Parties; (r) Liens securing obligations not to exceed $50,000,000 at any one time; (s) any modifications, replacements, renewals, or extensions of any Lien permitted by paragraphs (f), (g) or (h) above; provided, that (i) any such modification, replacement, renewal or extension 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 replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.02; (t) Liens on deposits cash collateral securing hedging obligations incurred under letters of credit, performance bonds, surety bonds, bank guarantees or other similar arrangements (other than Designated Bilateral Letters of Credit), not to exceed $50,000,000 at any time outstanding; (u) Liens in favor of any Loan Party; (v) leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights) in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; (w) Liens arising from precautionary UCC financing statement filings regarding operating leases, consignments, asset sales, or factoring arrangements or similar filings in jurisdictions outside the United States entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; (x) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (y) customary restrictions on dispositions of assets to be disposed of pursuant to merger agreements, stock or asset purchase agreements and similar agreements, in each case to the extent the entry into such agreements is otherwise permitted hereunder; (z) customary options, put and call arrangements, rights of first refusal and similar rights relating to the Capital Stock of any joint ventures, partnerships or similar investment vehicles; (aa) Liens on Collateral securing Credit Agreement Refinancing Debt; (bb) (i) Liens on other Securitization Assets including any bank accounts into which collections or proceeds of Securitization Assets are deposited or all or a portion of the assets of the Securitization SPEs or (ii) precautionary Liens against the transferor of Securitization Assets, in each case arising in connection with a Permitted Securitization Financing; and (cc) Liens on the equity interests of Unrestricted Subsidiaries or Special Purpose Securitization Subsidiaries.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes, if anyfees, securing assessments and other governmental charges not yet delinquent or which remain payable without penalty or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or such other Person, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, landlords’ (whether statutory or otherwise), 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 60 30 days or which remain payable without penalty or that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation, and other insurance obligations incurred in the ordinary course of business; (ed) Liens (i) deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, nature incurred in the ordinary course of business and (ii) Lien securing obligations under or pursuant to qualify to do business, maintain insurance or obtain other benefits, in each case Cash Management Agreements incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, minor defects and irregularities in title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or interfere with the ordinary conduct of the business of the Company or such SubsidiaryBorrower and its Restricted Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d), and any replacements of such Liens in connection with any refinancing of such Indebtedness permitted by such Section, provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Restatement Closing Date (other than additions, accessions and improvements thereto and proceeds thereof) and that the amount of Indebtedness (plus any interest, fees, premium, if any, and financing costs) secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred pursuant to Section 7.2(c) to finance the acquisition acquisition, construction or improvement repair of fixed or capital assetsassets or to refinance any such Indebtedness, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within no more than 270 days after the acquisition acquisition, construction or improvement repair of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness (other than any improvements, proceeds, additions or accessions with respect thereto) and (iii) the principal amount of Indebtedness secured by thereby is not increased (other than to the extent of accrued interest, fees, premium, if any such Lien shall at no time exceed 100% of and financing costs); (h) Liens created pursuant to the original purchase price of such propertySecurity Documents; (i) Liens on the property any interest or assets title of a Person which becomes a lessor under any lease entered into by the Borrower or any other Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same propertyordinary course of its business and covering only the assets so leased; (j) 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 Liens existed at deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the time such Person became a Subsidiary and were not created Borrower in anticipation thereof excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) the amount of Indebtedness secured thereby, if any, such deposit account is not increased, except in respect intended by the Borrower or any of commitments its Subsidiaries to provide collateral to the depository institution; (k) Liens on fee-owned property of the Borrower and Class I Restricted Subsidiaries not subject to a Mortgage securing Non-Recourse Debt or Sale and Leaseback Transactions permitted by Section 7.5; (l) Liens on assets of any Class II Restricted Subsidiary securing Non-Recourse Debt of such Class II Restricted Subsidiary permitted by Section 7.2; (m) Liens securing Indebtedness permitted by Section 7.2(m) on property of a Person or on an asset existing at the time such Person became a is merged with or into or consolidated with or is acquired by the Borrower or any Class I Restricted Subsidiary of the Borrower or such asset is so acquired; provided that such Liens were not incurred in connection with or in contemplation of such transaction and do not extend to any assets other than those of the Person merged into or consolidated with or acquired by, or the asset so acquired by, the Borrower or such Class I Restricted Subsidiary, as applicable, and accessions, additions and improvements thereto and proceeds thereof; (jn) Liens on assets of a Subsidiary of the Borrower in favor of the Borrower or any Guarantor; (o) Liens in connection with the defeasance of the 4.875% Senior Notes, the 5.125% Senior Notes or any other Indebtedness permitted under Section 7.2 issued pursuant to an indenture, covering the proceeds of Indebtedness which constitutes refinancing Indebtedness of such Indebtedness permitted by Section 7.2 and other funds intended for such purpose, provided that, such Lien covers proceeds in an aggregate amount necessary solely to defease the principal, interest, premium, if any, and, if required by the terms of the relevant indenture, fees, costs and expenses due in connection with the defeasance of such Indebtedness; (p) Liens of the trustee under Section 7.07 of the 4.875% Senior Note Indenture, Section 7.07 of the 5.125% Senior Note Indenture and similar provisions under other indentures governing Indebtedness permitted under this Agreement on money or property held or collected by the trustee thereunder; (q) Liens on assets of any joint venture or partnership pursuant to the organizational documents of such joint venture or partnership, provided that, such Liens cover only the assets of such joint venture or partnership, as the case may be; (r) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.1(h); (s) Liens in the nature of a right of first refusal, redemption rights or other restrictions on transfer existing as of the Restatement Closing Date in respect of the shares or partnership interest of Fandango, Inc., Laredo Theatre, Ltd., Greeley, Ltd., NCM Holdings or National CineMedia, LLC held by the Borrower and its Class I Restricted Subsidiaries; (t) the rights of film distributors under film licensing contracts entered into by the Borrower or any of its Subsidiaries in the ordinary course of business on a basis customary in the movie exhibition industry; (u) Liens on the Headquarters, stock of and assets of Class II Restricted Subsidiaries to secure the Waterside Garage, Peso Subfacility or the Clocktower Building and the Waterside BuildingThird-Party Peso Loans; (kv) [reserved]Liens securing Indebtedness of the Borrower and Subsidiary Guarantors permitted under Section 7.2(r); (lw) usual Liens on cash or Cash Equivalents constituting an xxxxxxx money deposit, escrow, holdback, purchase price prepayment, purchase price adjustment or similar deposit or payment made by the Borrower or any Subsidiary in connection with any proposed acquisition or disposition of assets or property permitted under this Agreement; (i) Licenses, sublicenses or similar rights to use any patent, trademark, copyright or other intellectual property right granted to others by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business which do not (A) interfere in any material respect with the business of the Borrower or such Restricted Subsidiary or (B) secure Indebtedness and customary set off (ii) any rights reserved by or vested in any Governmental Authority with respect to bank accounts and brokerage accounts any franchise, grant, license or permit held by the Borrower or any of its Restricted Subsidiaries; (y) Liens securing insurance premium financing arrangements entered into in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (nz) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding to exceed $10,000,000 at any one time 15% outstanding; (aa) any Lien, encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basisDCIP, for the avoidance of doubtany Unrestricted Subsidiary, in accordance with the financial statements as most recently reported by the Company any joint venture or any interest acquired pursuant to subsection 6.4 on or prior to a Permitted Business Investment; (bb) Liens securing Indebtedness permitted by Section 7.2(w), provided that such date orLiens cover only the assets financed with such Indebtedness and accessions, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))additions and improvements thereto and proceeds thereof; and (rcc) Liens consisting of an agreement to dispose of any property in a disposition permitted under this Agreement. In each case set forth above and in Section 7.2, notwithstanding any stated limitation on deposits securing hedging obligations incurred the assets or property that may be subject to such Lien, a Lien on a specified asset or property or group or type of assets or property may also apply to all improvements, additions and accessions thereto, assets and property affixed or appurtenant thereto, and all products and proceeds thereof, including dividends, distributions, interest and increases in the ordinary course of businessrespect thereof.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 30 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business, and deposits to secure obligations under contracts to purchase towers or other related assets; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Effective Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i1) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii2) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii3) the amount of Indebtedness secured thereby, if any, thereby is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (jh) Liens on created pursuant to the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside BuildingSecurity Documents; (ki) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in any interest or title of a lessor under any lease entered into by the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company Borrower or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in covering only the aggregate, materially detract from assets so leased (including landlord’s Liens on any property placed on the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior property subject to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)lease); and (rj) Liens on cash deposits securing hedging obligations incurred in the ordinary course of businessnot exceeding an aggregate amount equal to $500,000 to secure Indebtedness permitted by Section 7.2(g).

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, ------------------- exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes, if anyassessments or governmental charges arising in the ordinary course of business which are not yet due and payable or which are being contested in good faith by appropriate proceedings, securing provided that adequate reserves with respect thereto are maintained on -------- the obligations books of the Company under this AgreementBorrower or the Restricted Subsidiary, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedingsyet due and payable; (c) Liens created pursuant to the Security Documents; (d) pledges other Liens, provided that immediately prior to and after -------- giving effect to the creation of any such Liens (i) the aggregate amount of such Indebtedness secured by Liens permitted under this subsection (d) plus (without duplication) the aggregate amount of all -------------- Indebtedness of the Borrower and the Restricted Subsidiaries permitted under Section 8.2(e) shall not at any time exceed 5% of Maximum Permitted -------------- Indebtedness and (ii) no Default or deposits in connection with workers’ compensation, unemployment insurance Event of Default exists and other social security legislationwould then be continuing; (e) Liens to secure the performance encumbrances consisting of bidszoning restrictions, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like natureeasements, or to qualify to do other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, maintain insurance and none of which is violated by existing or obtain other benefits, in each case incurred in the ordinary course of business;proposed structures or land use; and (f) easementsany attachment, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company prejudgment or such Subsidiary; (g) Liens judgment Lien in existence on less than sixty consecutive calendar days after the Closing Date securing Indebtedness in existence on the Closing Date (and the replacemententry thereof, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000which execution has been stayed, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts which payment in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company full above any applicable customary deductible is covered by insurance or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessbond.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes, if anyassessments or charges not yet due or which are being contested in good faith by appropriate procedures, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's, supplier's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 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); (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 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 or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens upon real and/or tangible personal Property acquired after the date hereof (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 of the Company and its Subsidiaries not prohibited hereunder representing, or incurred to finance finance, refinance or refund, the acquisition or improvement cost (including the cost of fixed or capital assets, construction) of such Property and the replacement, extension or renewal thereof upon or in the same propertypermitted by Section 7.2; provided that (iA) no such Liens Lien shall be created within 270 days after extend to or cover any Property of the acquisition Borrower or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Subsidiary other than the property financed by such Indebtedness Property so acquired or financed, and (iiiB) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 10080% of the original purchase price fair market value (as determined in good faith by a Responsible Officer of the Borrower) of such propertyProperty 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 Borrower or any 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(h) in respect of a leasehold interest of the 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 Person corporation which becomes a Subsidiary after the date hereofhereof securing Indebtedness permitted by Section 7.2, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person corporation became a Subsidiary and were not created in anticipation thereof 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 (iiiii) the amount of Indebtedness secured thereby, if any, thereby is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries;; and (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under by this subsection Section 7.3 securing so long as neither (i) the aggregate outstanding principal amount of the obligations in an secured thereby nor (ii) the aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets fair market value (determined as of the date such Lien is incurred) of incurrence the assets subject thereto exceeds (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (rBorrower and all Subsidiaries) Liens on deposits securing hedging obligations incurred in the ordinary course of business$5,000,000 at any one time.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due (or, if anyin the case of real property taxes and assessments, securing not yet delinquent) or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this Agreementapplicable Loan Party, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days 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 applicable Loan Party, as the case may be, in conformity with GAAP; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits by or on behalf of Regal or any Subsidiary of Holdings to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Holdings or such Subsidiaryany of its Restricted Subsidiaries; (gf) Liens in existence listed on Schedule 7.3(f) on the Closing Restatement Effective Date securing Indebtedness in existence on the Closing Date permitted by Section 7.2(d) or securing any Acquired Indebtedness (and the replacement, extension or renewal thereof upon or in the same propertyrefinancing thereof) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule IIIpermitted under Section 7.2(d)(ii); provided that no such Lien is spread expanded (x) after the Restatement Effective Date (with respect to Liens listed on Schedule 7.3(f)) or (y) after the date of assumption of such Indebtedness (with respect to Liens securing Acquired Indebtedness) to cover any additional property or any material improvements Property not covered immediately prior to the property after the Closing Date such date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Regal or any Restricted Subsidiary of Holdings incurred pursuant to Section 7.2(c)(i) to finance the acquisition acquisition, construction or improvement repair of fixed or capital assets, assets and the replacement, extension or renewal thereof upon or in the same propertyany refinancings thereof; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition acquisition, construction or improvement repair of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of thereby is not increased; (h) Liens created pursuant to the original purchase price of such propertyLoan Documents securing the Obligations; (i) Liens on the property any interest or assets title of a Person which becomes a Subsidiary after lessor under any lease entered into by either of the date hereof, and the replacement, extension Borrowers or renewal thereof upon or any of their respective Restricted Subsidiaries in the same property; provided that ordinary course of its business and covering only the assets so leased or Liens (inot material in the aggregate) such Liens existed in favor of a lessor created by statute or by the terms of a lease limited to furniture, fixtures and equipment located at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiaryleased property; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Buildingassets of Unrestricted Subsidiaries securing obligations of Unrestricted Subsidiaries not otherwise prohibited hereunder; (k) [reserved]any Liens in the nature of rights of first refusal, redemption rights, and other restrictions on transfer existing as of the Restatement Effective Date in respect of the shares of Fandango, Inc. held by Holdings or its Subsidiaries; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts the Lien of the Escrow Agent (as defined in the ordinary course of businessEscrow Agreement) on the $15,000,000 cash deposit required by the Escrow Agreement; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)Section 7.2(c)(ii); and (rn) to the extent constituting Liens, obligations under Capital Lease Obligations and EITF 97-10 Capital Lease Obligations incurred pursuant to Section 7.2(l); provided, that such Liens on deposits securing hedging obligations incurred in do not at any time encumber any Property other than the ordinary course of businessProperty financed by such Indebtedness.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or that are being contested in good faith, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this Agreementor its Restricted Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxesof landlords arising by statute, assessmentsinchoate, fees statutory or governmental charges to the extent not required to be paid under subsection 6.1; (c) construction liens and liens of suppliers, 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 for amounts not overdue for a period of more than 60 days past due or which that are being contested in good faith by appropriate proceedingsfaith; (dc) pledges or deposits Liens in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens to secure (i) obligations in respect of Vendor Contract Letters of Credit (as defined in Section 7.02(m)) (which pledges or deposits shall be limited to property of Foreign Subsidiaries) or (ii) the performance of or in connection with bids, tenders, 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, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, do not materially impair its use for interfere with the operation ordinary conduct of the business of the Company or such Subsidiaryany of its Restricted Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; 7.03(f), securing Indebtedness permitted by Section 7.02(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the principal amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition or improvement of fixed or capital assetsany Restricted Subsidiary permitted by Section 7.02(c), and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be are created within 270 180 days after of the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness Indebtedness, and (iii) except in the principal amount case of any Permitted Refinancing thereof, the Indebtedness secured by thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and the financing thereof; (h) Liens securing Indebtedness permitted pursuant to Section 7.02(k) and Liens existing on any property or asset of an Unrestricted Subsidiary immediately before its designation as a Restricted Subsidiary under Section 6.13(d); provided that (i) any such Lien shall at no time exceed 100% may not extend to any other Property of the original purchase price Company or any Restricted Subsidiary other than the applicable Permitted Acquisition Target and Restricted Subsidiaries thereof or the applicable Unrestricted Subsidiary and Restricted Subsidiaries thereof immediately before its designation as a Restricted Subsidiary under Section 6.13(d), as applicable and (ii) any such Lien was not created in anticipation of or in connection with the Permitted Acquisition pursuant to which such propertyPerson became a Restricted Subsidiary of the Company or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary; (i) Liens on securing subordinated Indebtedness of the property or assets of a Person which becomes a Subsidiary after Company incurred pursuant to Section 7.02(j) and subject to intercreditor arrangements satisfactory to the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a SubsidiaryAdministrative Agent; (j) any Liens on (i) created pursuant to the HeadquartersSecurity 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 Waterside Garage, the Clocktower Building and the Waterside Buildingas contemplated by Section 2.24; (k) [reserved]any interest or title of a lessor under any operating lease entered into by the Company or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased and improvements thereon; (l) usual and customary set off rights any Lien securing Alternative Incremental Indebtedness subject to the limitations described in the definition of “Alternative Incremental Indebtedness” or Permitted Refinancing of Indebtedness secured by any Lien permitted by paragraph (f), (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 incurred pursuant to Section 7.02(h), 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 accounts or other financial institution where deposits are maintained by the Company or any Restricted Subsidiary; (p) Liens in favor of customs and brokerage accounts 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 incurred pursuant to Section 7.02(i); provided no assets of the Company or any Restricted Subsidiary Guarantor are subject thereto; (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, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Company and all Restricted Subsidiaries) the greater of (x) $20,000,000 and (y) 1.0% of the Consolidated Total Assets of the Company as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder prior to the grant of such Lien at any one time; (s) Liens granted by Foreign Subsidiaries in connection with banking relationships entered into by them in the ordinary course of business; (mt) statutory Liens minor imperfections in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which title that do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Company and its Subsidiaries, taken as a wholeor any Restricted Subsidiary; (pu) with respect to any Foreign Subsidiary, other Liens in favor arising mandatorily by Requirement of Law under the laws of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statutejurisdiction under which such Foreign Subsidiary is organized; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer permit to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes, if anyassessments or other governmental charges not yet due or which are being contested in good faith by appropriate proceedings, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's, landlords' or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by subsection 7.2(c), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred pursuant to subsection 7.2(b) to finance the acquisition or improvement of construction of, or repairs, improvements or additions to, fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property of the Borrower or its Subsidiaries other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of thereby is not increased; (h) Liens created pursuant to the original purchase price of such propertySecurity Documents; (i) Liens on the property any interest or assets title of a Person which becomes a lessor under any lease entered into by the Borrower or any other Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at ordinary course of its business and covering only the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiaryassets so leased; (j) any Lien securing Indebtedness, neither assumed nor guaranteed by the Borrower or any of its Subsidiaries nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by the Borrower for 79 74 substation, metering station, pump station, storage, gathering line, transmission line, transportation line, distribution line or for right-of-way purposes, any Liens on reserved in leases for rent and for compliance with the Headquarters, terms of the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts leases in the ordinary course case of business; (m) statutory Liens in favor of lessors arising in connection with property leased leasehold estates, to the Company extent that any such Lien referred to in this clause (j) does not materially impair the use of the Property covered by such Lien for the purposes of which such Property is held by the Borrower or any of its Subsidiaries; (k) inchoate Liens arising under ERISA; (l) Liens reserved in customary oil, gas and/or mineral leases for bonus or rental 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; (m) 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; (n) Liens securing Indebtedness defects, irregularities and deficiencies in title of a any rights of way or other Property of the Borrower or any 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 the Borrower or any Subsidiary, and defects, irregularities and deficiencies in title to any Property of the Company Borrower or another Subsidiaryits Subsidiaries, which defects, irregularities or deficiencies have been cured by possession under applicable statutes of limitation; (o) Liens arising royalties, overriding royalties, revenue interests, production payments (other than production payments granted or created by the Borrower in connection with the ordinary course borrowing of money), advance payment obligations (other than obligations in respect of advance payment received by the Borrower in connection with the borrowing of money) and other similar burdens now existing on Oil and Gas Properties now owned or, as to Oil and Gas Properties hereafter acquired, at the time of acquisition by the Borrower or any of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens arising out of all present 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 (but only as otherwise permitted by this Agreement), farm-out and farm-in favor agreements, exploration and development agreements, and any and all other contracts or agreements covering or arising out of production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal or handling of any Property of the United States Borrower or its Subsidiaries, provided such agreements are entered into in the ordinary course of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statutebusiness and contain terms customary for such agreements in the industry; (q) Liens not otherwise securing Indebtedness permitted under this pursuant to subsection 7.3 securing obligations 7.2(i), so long as the aggregate fair market value (determined, in an aggregate amount not exceeding at any time 15% the case of Consolidated Net Tangible Assets each such Lien, as of the date such Lien is incurred) of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior assets subject thereto does not at any time exceed an amount equal to the first report under subsection 6.4, as reported in product of (i) 1.5 and (ii) the most recent financial statements delivered pursuant to subsection 5.1(d)); andaggregate outstanding principal amount of the obligations secured thereby; (r) Liens on deposits securing hedging Indebtedness permitted pursuant to subsection 7.2(j), so long as (i) the aggregate outstanding principal amount of the obligations incurred secured thereby does not exceed $60,000,000, and (ii) the aggregate fair market value (determined, in the ordinary course case of businesseach such Lien, as of the date such Lien is incurred) of the assets subject thereto does not at any time exceed an amount equal to the product of (x) 1.5 and (y) the aggregate outstanding principal amount of the obligations secured thereby; (s) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Borrower or any of its Subsidiaries on deposit with or in possession of such bank; (t) Liens securing Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to subsection 7.2(l) to finance the acquisition of a vessel, provided that (i) such Liens shall be created substantially simultaneously with such acquisition, (ii) such Liens do not at any time encumber any Property of the Borrower or its Subsidiaries other than such vessel and (iii) the amount of Indebtedness secured thereby is not increased; and (u) Liens in favor of the trustee under the Senior Subordinated Note Indenture on up to $151,500,000 of the net cash proceeds of the Senior Subordinated Notes (including any Lien in favor of such trustee on the Borrower's interest, up to $151,500,000, in the Washington Escrow) securing the payment of the Borrower's obligations under the Senior Subordinated Notes.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to ------------------- exist, any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except forexcept: (a) Liens, if any, securing the obligations Liens in favor of the Company under this Agreement, including Liens Bank created under subsection 8.1pursuant to the Security Documents or otherwise; (b) Liens for taxes, assessments, fees or governmental charges expressly consented to by the extent not required to be paid under subsection 6.1Bank in writing; (c) Liens for taxes, assessments or governmental charges not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith and by appropriate proceedings; (de) pledges or deposits in connection with workers’ workmen's compensation, unemployment insurance and other social security legislation; (ef) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business;; and (fg) easements, municipal zoning ordinances, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do notwhich, 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 interfere with the ordinary conduct of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessCompany.

Limitation on Liens. CreateEach Borrower shall not, incurand shall not permit any Subsidiary to, assume create or suffer to existexist any mortgage, pledge, security interest, lien, encumbrance, defect in title or permit restriction upon the use, any of its Subsidiaries to create, incur, assume assets or suffer to exist, any Lien upon any property of the Company or any of its Subsidiariesproperties, whether now owned or hereafter acquired, except forexcept: (a) Liens, if any, securing the obligations security interests in and liens upon the Collateral in favor of Agent for itself and the Company under this Agreement, including Liens created under subsection 8.1ratable benefit of Lenders; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or warehousemen and other like Liens statutory liens arising in the ordinary course of business such Borrower’s or any of its Subsidiaries’ respective businesses 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 not overdue for a period (A) fully insured and being defended at the sole cost and expense and the sole risk of more than 60 days the insurer or which are (B) being contested in good faith by appropriate proceedingsproceedings diligently pursued and available to such Borrower or its Subsidiaries which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such lien and are adequately escrowed for or reserved against in the judgment of Agent; (c) liens for taxes not yet due and payable or liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (d) pledges liens (other than any lien imposed by ERISA) incurred on assets or property other than the Collateral, or deposits of cash made, in each case in the ordinary course of business, (i) in connection with liability insurance, workers’ compensation, unemployment insurance and other types of social security legislation; security, or (eii) Liens to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, bids, leases, contracts, performance and return-of-money bonds and other similar obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business, in an aggregate amount (in the case of this clause (d)(ii)) not to exceed $10,000,000 at any time outstanding); (e) leases or subleases granted to third Persons not interfering with the ordinary course of business of a Borrower or any of its Subsidiaries; (f) any attachment or judgment lien arising from a judgment not giving rise to an Event of Default, or an act, condition or event which with notice or passage of time or both would constitute an Event of Default so long as such lien, if encumbering Collateral, has not attached to such Collateral for more than forty-five (45) days and so long as no enforcement action has commenced with respect to such Collateral; (g) easements, rights-of-way, restrictions, leases of property to othersencroachments, easements for installations of public utilitieslicenses, title imperfections and zoning restrictions, zoning ordinances permits and other similar encumbrances affecting property which charges or encumbrances, and Environmental Laws and other laws of general applicability, in the aggregate do each case not materially impair its use for the operation of interfering in any material respect with the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (any Borrower and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date and that the amount of Indebtedness secured thereby is not increasedits Subsidiaries; (h) Liens securing Indebtedness non-consensual liens which may arise or be created under ERISA and under Environmental Laws that are being contested in good faith and as to which adequate reserves have been established to the extent required by GAAP; provided that, the amount of all of the Company and its Subsidiaries liabilities secured by all such liens do not prohibited hereunder incurred to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that aggregate exceed $2,000,000; (i) liens arising from (i) operating leases and the precautionary UCC financing statement filings in respect thereof and (ii) equipment borrowed (but not in connection with, or as part of, the financing thereof) and (iii) tolling and/or consignment arrangements with third parties, in each case entered into from time to time in the ordinary course of business and consistent with past practices and the precautionary UCC financing statement filings in respect thereof; (j) purchase money mortgages or other purchase money liens or security interests upon any specific fixed assets hereafter acquired or liens or security interests existing on any such Liens future fixed assets at the time of acquisition thereof and including in any event any leases with respect to Capitalized Lease Obligations; provided, that: (i) no such purchase money lien or security interest (or lease with respect to Capitalized Lease Obligations, as the case may be) covering specific future fixed assets or as refinanced shall be created within 270 days after extend to or cover any other property other than the acquisition specific fixed assets so acquired, or improvement of acquired subject to such fixed lien or capital assetssecurity interest (or lease) and the proceeds thereof, (ii) such Liens do not at any time encumber any property other than lien or security interest only secures the property financed by obligation to pay the purchase price of such Indebtedness and specific fixed assets (or the Capitalized Lease Obligations, as the case may be), (iii) the principal amount of Indebtedness secured by any such Lien thereby shall at no time not exceed one hundred (100% %) percent of the original purchase price cost of the fixed assets so acquired (or leased), and (iv) as of the date of the granting of such property; (i) Liens on the property mortgage, lien or assets security interest and after giving effect thereto, no Event of a Person Default, or act, condition or event which becomes a Subsidiary after the date hereofwith notice or passage of time or both would constitute an Event of Default, shall exist or have occurred and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Buildingbe continuing; (k) [reserved]the liens, encumbrances or security interests listed on Schedule 6.10 hereto, provided, that, such liens, encumbrances or security interests (i) do not interfere with the use of the property or the ordinary conduct of the businesses of each Borrower or its Subsidiaries as presently conducted or proposed to be conducted thereon and (ii) do not impair the value of the affected property; (l) usual liens on assets of each Borrower or its Subsidiaries (other than Collateral) not otherwise permitted above, that secure obligations otherwise permitted hereunder not in excess of $1,000,000 in the aggregate; (m) the first priority security interests in, and customary set off mortgages and liens upon, and the filing of financing statements covering the Existing Secured Note Collateral to secure the Indebtedness of Doe Run evidenced by the Existing Secured Notes permitted under Section 7.3(m) hereof, provided, that, Agent shall have received, in form and substance satisfactory to Agent, an agreement from the Existing Secured Note Trustee permitting Agent to enter and use the Equipment and Real Property and other assets and properties of Doe Run subject to such security interests, mortgages and liens permitted hereunder to exercise the rights and remedies of Agent with respect to bank accounts the Collateral as set forth in the Existing Secured Note Intercreditor Agreement; (n) the security interests in and brokerage accounts liens upon the Term Loan Collateral in favor of Term Loan Agent, for the benefit of Term Loan Lenders, to secure the Term Loan Debt permitted under Section 7.3(m) hereof; provided, that, such security interests in and liens upon the Collateral in favor of Term Loan Agent, are and shall be junior and subordinate at all times on terms and conditions acceptable to Agent as set forth in the Term Loan Intercreditor Agreement; and (o) the second priority security interests in, and mortgages and liens upon, and the filing of financing statements covering, the New Secured Note Initial Collateral to secure the Indebtedness of Doe Run evidenced by the New Secured Notes permitted under Section 7.3(n) hereof and upon the exchange of or payment in full of the Existing Secured Notes, the second priority security interests in, and mortgages and liens upon, and the filing of financing statements covering, the New Secured Note Subsequent Collateral to secure the Indebtedness of Doe Run evidenced by the New Secured Notes permitted under Section 7.3(n) hereof, provided, that, in each case, Agent shall have received, in form and substance satisfactory to Agent, an agreement from the New Secured Note Trustee permitting Agent to enter and use the New Secured Note Subsequent Collateral to exercise the rights and remedies of Agent with respect to all collateral at any time granted to the New Secured Note Trustee, as set forth in the New Secured Note Intercreditor Agreement; (p) security interests and liens of an Insurance Premium Lender on the Insurance Premium Collateral arising in connection with the property and/or casualty insurance policies financed by such Insurance Premium Lender to secure the Indebtedness owing to Insurance Premium Lender for premiums for such policies paid by such Insurance Premium Lender to the extent permitted under Section 7.3(p) hereof; and (q) valid purchase money liens in favor of a third party with respect to the sale of concentrates or other raw materials to Doe Run in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased business to the Company extent of applicable law; provided, that, (i) such concentrates and raw materials are not reported to Agent as Eligible Inventory, (ii) such security interests and liens shall be limited to the concentrates or other raw materials supplied by such third party, (iii) such third party shall not have a lien on any assets of Doe Run (including any Accounts or any of its Subsidiaries; (nother products or proceeds that use or incorporate such concentrates or raw materials) Liens securing Indebtedness of a Subsidiary to the Company other than such concentrates or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported raw materials supplied by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessthird party.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets, income or profits, whether now owned or hereafter acquired, except forexcept: (a) LiensLiens for taxes, assessments or other governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings if any, securing adequate reserves with respect thereto are maintained on the obligations books of the Company under this Agreementor such Subsidiary, including Liens created under subsection 8.1as the case may be, in accordance with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations which are not overdue for a period of more than 60 days yet due and payable or which are being contested in good faith and by appropriate proceedingsproceedings if adequate reserves with respect thereto are maintained on the books of the Company or such Subsidiary, as the case may be, in accordance with GAAP; (dc) pledges or deposits in connection with workers’ workmen’s compensation, unemployment insurance and other social security legislation; (d) easements, right-of-way, zoning and similar restrictions and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, 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 do not interfere with or adversely affect in any material respect the ordinary conduct of the business of the Company and its Subsidiaries taken as a whole; (e) Liens in favor of the Lenders pursuant to the Credit Documents and bankers’ liens arising by operation of law; (f) Liens on assets of entities or Persons which become Subsidiaries of the Company after the date hereof; provided that such Liens exist at the time such entities or Persons become Subsidiaries and are not created in anticipation thereof; (g) Liens on documents of title and the property covered thereby securing Indebtedness in respect of the Letters of Credit which are Commercial L/Cs; (h) Liens securing any Indebtedness permitted under subsection 8.2(e); provided that (i) the aggregate principal amount of Indebtedness secured by such Liens shall at no time exceed $25,000,000, and (ii) no such Liens shall encumber any capital stock or other equity interests of the Company or any of their Subsidiaries; (i) existing Liens described in Schedule 8.3 and renewals thereof in amounts not to exceed the amounts listed on such Schedule 8.3; (j) Liens securing arrangements permitted by the proviso contained in subsection 8.12; (k) deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hl) Liens securing Indebtedness of owing to the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of businessGuarantor under subsection 8.2(b)(ii); (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries;securing Permitted Acquisition Debt; and (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value respect of the business of the Company L/C Cash Collateral and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, cash collateral provided to secure partial, progress, advance or other payments pursuant to any contract or provisions letters of any statute; (q) Liens not otherwise credit permitted under this by subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d8.2(h)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for Taxes (including those arising under ERISA), if anyassessments or charges not yet due, securing that are not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 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); (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Restricted Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III7.3(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 or any material improvements to the property Property after the Closing Date (other than improvements thereon) and that the amount of Indebtedness secured thereby is not increasedincreased (other than in connection with a refinancing thereof, in which case, any such increase shall only finance any costs, fees (including prepayment premiums or penalties) and expenses incurred in connection therewith); (hg) 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 Restricted 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 of the Company and its Subsidiaries not prohibited hereunder representing, or incurred to finance finance, refinance or refund, the acquisition or improvement cost (including the cost of fixed or capital assets, construction) of such Property and the replacement, extension or renewal thereof upon or in the same propertypermitted by Section 7.2; provided that (iA) no such Liens Lien shall be created within 270 days after extend to or cover any Property of the acquisition Borrower or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Subsidiary other than the property Property so acquired or financed by such Indebtedness (and improvements thereon), and (iiiB) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 10080% of the original purchase price fair market value (as determined in good faith by a Responsible Officer) of such propertyProperty 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 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) 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 Person corporation which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same propertyClosing Date securing Indebtedness permitted by Section 7.2; provided that (i) such Liens existed at the time such Person corporation became a Subsidiary and were not created in anticipation thereof 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 (other than improvements thereon), and (iiiii) the amount of Indebtedness secured thereby, if any, thereby is not increasedincreased (other than in connection with a refinancing thereof, except in respect of commitments existing at the time which case, any such Person became a Subsidiary; increase shall only finance any costs, fees (jincluding prepayment premiums or penalties) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts expenses incurred in the ordinary course of businessconnection therewith); (m) statutory Liens in favor not otherwise permitted by this Section 7.3 so long as neither (i) the aggregate outstanding principal amount of lessors arising in connection with property leased 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 Company or Borrower and all Subsidiaries) the greater of (x) $20,000,000 and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at any of its Subsidiariesone time; (n) Liens securing Indebtedness licenses, sublicenses and other grants of a Subsidiary rights with respect to Intellectual Property not interfering in any material respect with the Company business of the Borrower or another Subsidiary;its Subsidiaries; and (o) Liens arising in the ordinary course nature of its business which do not secure Indebtedness escrow arrangements for deferred payments to be made in connection with a Permitted Acquisition to the extent such payments constitute amounts permitted under Section 7.8(k) and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions rights of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessbeneficiary thereunder.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for Taxes, if anyassessments or other governmental charges not yet due or that are being contested in good faith by appropriate proceedings, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, landlord’s, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which in respect of obligations that are not overdue for a period of more than 60 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), obligations for utilities, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, defects and irregularities in title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III7.3(f) securing Indebtedness permitted by Section 7.2(d), and any replacements of such Liens in connection with any Permitted Refinancing of such Indebtedness permitted by such Section; provided that (i) no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date (other than (1)(A) proceeds or products thereof and that (B) after-acquired property subject to such initial granting of such Lien and (2) in connection with Indebtedness permitted pursuant to Section 7.2, to the extent the applicable assets are also pledged as collateral for the Obligations on a pari passu basis (including with respect to the Existing Credit Agreement and the Senior Secured 2028 Notes (and any Permitted Refinancings thereof)), (ii) no such Indebtedness secured by Collateral shall be secured on a basis senior to the Liens securing the Obligations, and (iii) the amount of Indebtedness secured thereby is not increasedincreased (other than accrual of interest, fees and costs in accordance with the terms thereof and as otherwise permitted in connection with a Permitted Refinancing thereof); (hg) Liens securing Indebtedness Indebtedness, including Permitted Refinancings thereof, of the Company and its Subsidiaries not prohibited hereunder Borrower or any Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition acquisition, construction, repair, replacement or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property (other than any improvements, proceeds, additions or accessions with respect thereto) other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereofIndebtedness, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured therebythereby is not increased (other than to the extent of accrued interest, fees, premiums, if any, and financing costs in accordance with the terms thereof) and (iii) the amount of Indebtedness initially secured thereby (excluding fees and costs in accordance with the terms thereof) is not increasedmore than 100% of the price or cost of such acquisition, except construction, repair, replacement or improvement of such fixed or capital asset; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in respect the ordinary course of commitments existing at its business and covering only the time such Person became a Subsidiaryassets so leased; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights licenses or sublicenses with respect to bank accounts and brokerage accounts the assets or properties of the Borrower or any Subsidiary, in each case, entered into in the ordinary course of business; (k) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Borrower and its Subsidiaries in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the ordinary course of collection and (ii) encumbering deposits relating to banker’s liens, rights of set-off or similar rights and remedies and which are within the general parameters customary in the banking industry; (m) statutory Liens with respect to judgments or awards that do not result in favor or constitute an Event of lessors arising in connection with property leased to the Company or any of its SubsidiariesDefault under Section 8; (n) 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 Subsidiary, in each case after the Closing Date and securing Indebtedness permitted under Section 7.2, including Permitted Refinancings thereof; provided that, (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary and (ii) such Lien does not extend to or cover any other assets or Property (other than (A) proceeds or products thereof and (B) after-acquired property subject to a Lien securing Indebtedness incurred prior to such time and which Indebtedness is permitted hereunder the Company or another Subsidiaryterms of which require, at such time, a pledge of after- acquired property, it being understood that such requirement shall not be permitted to apply to any Property to which such requirement would not have applied but for such acquisition); (o) Liens arising securing insurance premium financing arrangements entered into in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a wholebusiness; (p) Liens (i) on cash advances in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions seller of any statuteproperty to be acquired in an Investment permitted under Section 7.8 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 7.5, 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; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% contractual rights of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basisnetting, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations offset and setoff incurred in the ordinary course of business, including such rights represented by Hedge Agreements; (r) Liens not otherwise permitted by this Section 7.3 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $40,000,000 (and such Liens may not secure obligations of Subsidiaries that are not Loan Parties in an aggregate outstanding principal amount exceeding $15,000,000 at any one time outstanding); provided, however, if such Liens are on Collateral (except with respect to Liens securing purchase money indebtedness or Capital Lease Obligations permitted to be outstanding on the Closing Date or under Section 7.2(c)), such Liens may not be senior or pari passu to the Liens securing the Obligations on the Collateral; (s) Liens on the Collateral securing the Indebtedness permitted by Section 7.2(p) or Section 7.2(q); provided that such Liens shall be subject to the Intercreditor Agreement; provided, further, that, (i) solely with respect to Section 7.2(p), such Liens may not be senior or pari passu to the Liens securing the Obligations, and (ii) solely with respect to Section 7.2(q), such Liens may not be senior to the Liens securing the Obligations; (t) Liens in connection with the sale or transfer of any Capital Stock or other assets in a transaction permitted hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (u) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Capital Stock in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Capital Stock in such Subsidiary or such other Person set forth in the Organizational Documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement; and (v) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder; provided that, from the Closing Date until the Q4 End Date, the exceptions in clauses (a) through (v) above, shall not apply to the incurrence of any Lien by any Subsidiary of the Borrower that is not a Loan Party (other than any Subsidiary that is a Bona Fide Joint Venture, subject to an aggregate amount of $25,000,000 for the exceptions in clauses (n) and (r) taken together).

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 30 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business, and deposits to secure obligations under contracts to purchase towers or other related assets; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Effective Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i1) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii2) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii3) the amount of Indebtedness secured thereby, if any, thereby is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (jh) Liens on created pursuant to the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside BuildingSecurity Documents; (ki) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in any interest or title of a lessor under any lease entered into by the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company Borrower or any of its Subsidiaries; (n) Liens securing Indebtedness of a other Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in covering only the aggregate, materially detract from assets so leased (including landlord’s Liens on any property placed on the value of the business of the Company and its Subsidiaries, taken as a wholeproperty subject to such lease); (pj) Liens created in favor of AAT Communications Corp. on the United States of America, or any state thereof, to secure partial, progress, advance or other payments AAT Indemnity Escrow Account pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for AAT Purchase Agreement and the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))AAT Indemnity Escrow Agreement; and (rk) Liens on cash deposits securing hedging obligations incurred in the ordinary course of businessnot exceeding an aggregate amount equal to $500,000 to secure Indebtedness permitted by Section 7.2(g).

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or that are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (ci) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen’s or other like Liens, (ii) Liens of banks related to Indebtedness permitted by Section 7.2(g) and (iii) Liens of landlords on furniture, fixtures and equipment pursuant to customary Contractual Obligations, in each case, arising in the ordinary course of business which that are not overdue for a period of more than 60 30 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d) or any Liens securing any refinancings, refundings, renewals or extensions of the foregoing, provided that that, no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and Borrower or any of its Subsidiaries not prohibited hereunder incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacementprovided that, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and Indebtedness, (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed thereby is not increased and (iv) the amount of Indebtedness initially secured thereby is not more than 100% of the original purchase price of such propertyfixed or capital asset; (h) Liens created pursuant to the Security Documents; (i) Liens on the property any interest or assets title of a Person which becomes a Subsidiary after lessor under any lease entered into by the date hereof, and the replacement, extension Borrower or renewal thereof upon or any of its Subsidiaries in the same property; provided that (i) such Liens existed at ordinary course of its business and covering only the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiaryassets so leased; (j) Liens on the HeadquartersPermitted Leases (including memoranda thereof), the Waterside Garage, the Clocktower Building and the Waterside Buildingany recordation thereof; (k) [reserved]Liens resulting from any judgment, writ or warrant of attachment or similar process and not constituting an Event of Default; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts licenses of Intellectual Property in the ordinary course of business; (m) statutory Liens in favor on property of lessors arising in connection a Person existing at the time such Person is acquired or merged with property leased to or into or consolidated with the Company Borrower or any of its SubsidiariesSubsidiaries (other than the Development Subsidiary-A) to the extent permitted hereunder (and not created in anticipation or contemplation thereof) securing Indebtedness permitted by Section 7.2(i); provided that, such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements and accessions thereon and proceeds thereof), and are no more favorable to the lienholders than such existing Liens (taken as a whole); (n) Liens securing Indebtedness of a Subsidiary created by sale contracts documenting unconsummated asset dispositions permitted by this Agreement; provided that, such Liens attach only to the Company or another Subsidiaryassets and proceeds thereof subject to such sales contracts; (o) Liens arising in attaching to cxxx xxxxxxx money deposits made by the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company Borrower and its SubsidiariesSubsidiaries in connection with any letter of intent or purchase agreement entered into by the Borrower or the applicable Subsidiary, taken as a wholeprovided that, such acquisition is permitted by Section 7.8; (p) Liens in favor arising by operation of law or contract on insurance policies and the United States of America, or any state thereof, proceeds thereof to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statutepremiums thereunder; (q) purported Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported evidenced by the Company pursuant filing of precautionary Uniform Commercial Code financing statements by a lessor relating solely to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported operating leases of personal property entered into in the most recent financial statements delivered pursuant to subsection 5.1(d)); andordinary course of business; (r) Liens on deposits securing hedging obligations incurred (x) fee-owned property or real property leases of the Borrower and its Subsidiaries and any related Property (other than the Capital Stock of the Borrower and any of its Subsidiaries that is not a Non-Recourse Subsidiary Borrower) customarily granted or pledged by a borrower to its lender in connection with non-recourse financing including, without limitation, any personal property located on or related to such Property, any contracts, receivables and general intangibles related to such real property and any Hedge Agreements relating to the Indebtedness, or (y) the Capital Stock of any Non-Recourse Subsidiary Borrower (and, in each case, any proceeds from any of the foregoing) which Liens secure Indebtedness permitted by Sections 7.2(l) and 7.2(m); provided that, in each case, (i) such Liens shall be created substantially simultaneously with the incurrence of such Indebtedness and (ii) 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; (s) [intentionally omitted]; (t) [intentionally omitted]; (u) Liens on cash collateral to secure letters of credit issued for the account of the Borrower and its Subsidiaries to the extent such letters of credit are permitted by Section 7.2(t); (v) Liens in favor of the Development Loan Administrative Agent for the benefit of the “Secured Parties” (as defined in the ordinary course Development Loan Credit Agreement) securing the obligations of businessthe Development Subsidiary-A under the Development Loan Credit Agreement; and (w) Liens in favor of the ASOT Borrower securing the obligations of the Borrower under the Affiliate Revolving Notes permitted by Section 7.2(p), provided that, to the extent any such Affiliate Revolving Note is secured by any of the assets of the Borrower and its Subsidiaries which assets directly or indirectly constitute Collateral (as defined in the ASOT Credit Agreement), such Lien shall be a second-priority Lien and the ASOT Borrower shall have executed and delivered an intercreditor agreement, in form and substance reasonably satisfactory to the ASOT Administrative Agent.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or that are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (ci) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen’s or other like Liens, (ii) Liens of banks related to Indebtedness permitted by Section 7.2(g) and (iii) Liens of landlords on furniture, fixtures and equipment pursuant to customary Contractual Obligations, in each case, arising in the ordinary course of business which that are not overdue for a period of more than 60 30 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and that do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d) or any Liens securing any refinancings, refundings, renewals or extensions of the foregoing, provided that that, no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and Borrower or any of its Subsidiaries not prohibited hereunder incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacementprovided that, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and Indebtedness, (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed thereby is not increased and (iv) the amount of Indebtedness initially secured thereby is not more than 100% of the original purchase price of such propertyfixed or capital asset; (h) Liens created pursuant to the Security Documents; (i) Liens on the property any interest or assets title of a Person which becomes a Subsidiary after lessor under any lease entered into by the date hereof, and the replacement, extension Borrower or renewal thereof upon or any of its Subsidiaries in the same property; provided that (i) such Liens existed at ordinary course of its business and covering only the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiaryassets so leased; (j) Liens on the HeadquartersPermitted Leases (including memoranda thereof), the Waterside Garage, the Clocktower Building and the Waterside Buildingany recordation thereof; (k) [reserved]Liens resulting from any judgment, writ or warrant of attachment or similar process and not constituting an Event of Default; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts licenses of Intellectual Property in the ordinary course of business; (m) statutory Liens in favor on property of lessors arising in connection a Person existing at the time such Person is acquired or merged with property leased to or into or consolidated with the Company Borrower or any of its SubsidiariesSubsidiaries to the extent permitted hereunder (and not created in anticipation or contemplation thereof) securing Indebtedness permitted by Section 7.2(i); provided that, such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements and accessions thereon and proceeds thereof), and are no more favorable to the lienholders than such existing Liens (taken as a whole); (n) Liens securing Indebtedness of a Subsidiary created by sale contracts documenting unconsummated asset dispositions permitted by this Agreement; provided that, such Liens attach only to the Company or another Subsidiaryassets and proceeds thereof subject to such sales contracts; (o) Liens arising in attaching to cxxx xxxxxxx money deposits made by the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company Borrower and its SubsidiariesSubsidiaries in connection with any letter of intent or purchase agreement entered into by the Borrower or the applicable Subsidiary, taken as a wholeprovided that, such acquisition is permitted by Section 7.8; (p) Liens in favor arising by operation of law or contract on insurance policies and the United States of America, or any state thereof, proceeds thereof to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statutepremiums thereunder; (q) purported Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported evidenced by the Company pursuant filing of precautionary financing statements by a lessor relating solely to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported operating leases of personal property entered into in the most recent financial statements delivered pursuant to subsection 5.1(d)); andordinary course of business; (r) Liens on deposits (x) fee-owned property or real property leases of the Borrower and its Subsidiaries and any related Property (other than the Capital Stock of the Borrower and any of its Subsidiaries that is not a Non-Recourse Subsidiary Borrower) customarily granted or pledged by a borrower to its lender in connection with non-recourse financing including, without limitation, any personal property located on or related to such Property, any contracts, receivables and general intangibles related to such real property and any Hedge Agreements relating to the Indebtedness, or (y) the Capital Stock of any Non-Recourse Subsidiary Borrower (and, in each case, any proceeds from any of the foregoing) which Liens secure Indebtedness permitted by Sections 7.2(l) and 7.2(m); provided that, in each case, (i) such Liens shall be created substantially simultaneously with the incurrence of such Indebtedness and (ii) 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; (s) Liens securing hedging Indebtedness in respect of the First Lien Loan in favor of the First Lien Lender; (t) [intentionally omitted]; (u) Liens on cash collateral to secure letters of credit issued for the account of the Borrower and its Subsidiaries to the extent such letters of credit are permitted by Section 7.2(t); (v) [intentionally omitted]; and (w) Liens in favor of the ASOT Borrower securing the obligations incurred of the Borrower under the Affiliate Revolving Notes permitted by Section 7.2(p), provided that, to the extent any such Affiliate Revolving Note is secured by any of the assets of the Borrower and its Subsidiaries which assets directly or indirectly constitute Collateral (as defined in the ordinary course of businessASOT Credit Agreement), such Lien shall be a third-priority Lien and the ASOT Borrower shall have executed and delivered an intercreditor agreement, in form and substance reasonably satisfactory to the ASOT Administrative Agent.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes, if anyfees, securing assessments and other governmental charges not yet delinquent or which remain payable without penalty or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or such other Person, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, landlords’ (whether statutory or otherwise), 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 60 30 days or which remain payable without penalty or that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, minor defects and irregularities in title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or interfere with the ordinary conduct of the business of the Company or such SubsidiaryBorrower and its Restricted Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d), and any replacements of such Liens in connection with any refinancing of such Indebtedness permitted by such Section, provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Restatement Closing Date (other than additions, accessions and improvements thereto and proceeds thereof) and that the amount of Indebtedness (plus any interest, fees, premium, if any, and financing costs) secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred pursuant to Section 7.2(c) to finance the acquisition acquisition, construction or improvement repair of fixed or capital assetsassets or to refinance any such Indebtedness, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within no more than 270 days after the acquisition acquisition, construction or improvement repair of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness (other than any improvements, proceeds, additions or accessions with respect thereto) and (iii) the principal amount of Indebtedness secured by thereby is not increased (other than to the extent of accrued interest, fees, premium, if any such Lien shall at no time exceed 100% of and financing costs); (h) Liens created pursuant to the original purchase price of such propertySecurity Documents; (i) Liens on the property any interest or assets title of a Person which becomes a lessor under any lease entered into by the Borrower or any other Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same propertyordinary course of its business and covering only the assets so leased; (j) 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 Liens existed at deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the time such Person became a Subsidiary and were not created Borrower in anticipation thereof excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) the amount of Indebtedness secured thereby, if any, such deposit account is not increased, except in respect intended by the Borrower or any of commitments its Subsidiaries to provide collateral to the depository institution; (k) Liens on fee-owned property of the Borrower and Class I Restricted Subsidiaries not subject to a Mortgage securing Non-Recourse Debt or Sale and Leaseback Transactions permitted by Section 7.5; (l) Liens on assets of any Class II Restricted Subsidiary securing Non-Recourse Debt of such Class II Restricted Subsidiary permitted by Section 7.2; (m) Liens securing Indebtedness permitted by Section 7.2(m) on property of a Person or on an asset existing at the time such Person became a is merged with or into or consolidated with or is acquired by the Borrower or any Class I Restricted Subsidiary of the Borrower or such asset is so acquired; provided that such Liens were not incurred in connection with or in contemplation of such transaction and do not extend to any assets other than those of the Person merged into or consolidated with or acquired by, or the asset so acquired by, the Borrower or such Class I Restricted Subsidiary, as applicable, and accessions, additions and improvements thereto and proceeds thereof; (jn) Liens on assets of a Subsidiary of the Borrower in favor of the Borrower or any Guarantor; (o) Liens in connection with the defeasance of the 8.625% Senior Notes, the 5.125% Senior Notes, the Senior Subordinated Notes or any other Indebtedness permitted under Section 7.2 issued pursuant to an indenture, covering the proceeds of Indebtedness which constitutes refinancing Indebtedness of such Indebtedness permitted by Section 7.2 and other funds intended for such purpose, provided that, such Lien covers proceeds in an aggregate amount necessary solely to defease the principal, interest, premium, if any, and, if required by the terms of the relevant indenture, fees, costs and expenses due in connection with the defeasance of such Indebtedness; (p) Liens of the trustee under Section 7.07 of the Senior Subordinated Note Indenture, Section 7.07 of the 8.625% Senior Note Indenture, Section 7.07 of the 5.125% Senior Note Indenture and similar provisions under other indentures governing Indebtedness permitted under this Agreement on money or property held or collected by the trustee thereunder; (q) Liens on assets of any joint venture or partnership pursuant to the organizational documents of such joint venture or partnership, provided that, such Liens cover only the assets of such joint venture or partnership, as the case may be; (r) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.1(h); (s) Liens in the nature of a right of first refusal, redemption rights or other restrictions on transfer existing as of the Restatement Closing Date in respect of the shares or partnership interest of Fandango, Inc., Laredo Theatre, Ltd., Greeley, Ltd., NCM Holdings or National CineMedia, LLC held by the Borrower and its Class I Restricted Subsidiaries; (t) the rights of film distributors under film licensing contracts entered into by the Borrower or any of its Subsidiaries in the ordinary course of business on a basis customary in the movie exhibition industry; (u) Liens on the Headquarters, stock of and assets of Class II Restricted Subsidiaries to secure the Waterside Garage, Peso Subfacility or the Clocktower Building and the Waterside BuildingThird-Party Peso Loans; (kv) [reserved]Liens securing Indebtedness of the Borrower and Subsidiary Guarantors permitted under Section 7.2(r); (lw) usual Liens on cash or Cash Equivalents constituting an xxxxxxx money deposit, escrow, holdback, purchase price prepayment, purchase price adjustment or similar deposit or payment made by the Borrower or any Subsidiary in connection with any proposed acquisition or disposition of assets or property permitted under this Agreement; (i) Licenses, sublicenses or similar rights to use any patent, trademark, copyright or other intellectual property right granted to others by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business which do not (A) interfere in any material respect with the business of the Borrower or such Restricted Subsidiary or (B) secure Indebtedness and customary set off (ii) any rights reserved by or vested in any Governmental Authority with respect to bank accounts and brokerage accounts any franchise, grant, license or permit held by the Borrower or any of its Restricted Subsidiaries; (y) Liens securing insurance premium financing arrangements entered into in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (nz) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding to exceed $10,000,000 at any one time 15% outstanding; (aa) any Lien, encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basisDCIP, for the avoidance of doubtany Unrestricted Subsidiary, in accordance with the financial statements as most recently reported by the Company any joint venture or any interest acquired pursuant to subsection 6.4 on or prior to a Permitted Business Investment; (bb) Liens securing Indebtedness permitted by Section 7.2(w), provided that such date orLiens cover only the assets financed with such Indebtedness and accessions, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))additions and improvements thereto and proceeds thereof; and (rcc) Liens consisting of an agreement to dispose of any property in a disposition permitted under this Agreement. In each case set forth above and in Section 7.2, notwithstanding any stated limitation on deposits securing hedging obligations incurred the assets or property that may be subject to such Lien, a Lien on a specified asset or property or group or type of assets or property may also apply to all improvements, additions and accessions thereto, assets and property affixed or appurtenant thereto, and all products and proceeds thereof, including dividends, distributions, interest and increases in the ordinary course of businessrespect thereof.

Limitation on Liens. CreateThe Company will not, incurand will not cause or permit any Subsidiary to, assume directly or indirectly, create, assume, incur or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property shares of Voting Stock of any Principal Subsidiary Bank or any Subsidiary that owns, directly or through one or more other Subsidiaries, shares of Voting Stock of any Principal Subsidiary Bank. "The provisions set forth in the immediately preceding paragraph shall not prohibit the following: (1) any Lien on any Voting Stock of any Principal Subsidiary Bank or any Subsidiary that owns, directly or through one or more Subsidiaries, shares of Voting Stock of any Principal Subsidiary Bank and which Lien secures loans, advances, lines of credit and other extensions of credit, provided that, so long as such Lien is in existence, the Company owns, directly or indirectly, not less than 80% of the outstanding shares of each class and series of Voting Stock of such Principal Subsidiary Bank or such other Subsidiary, as the case may be, free and clear of any Liens, other than any Liens permitted pursuant to clauses (2) through (7) below; or (2) Liens on any shares of Voting Stock existing at the time of acquisition thereof (whether by merger, acquisition of stock or assets or otherwise) by the Company or any of its Subsidiaries, whether now owned provided that such Liens were not created in contemplation of or hereafter acquired, except for:in connection with such acquisition; or (a3) LiensLiens securing any judgment if such judgment shall not have remained undischarged, if anyor unstayed on appeal, securing the obligations of the Company under this Agreement, including Liens created under subsection 8.1;for more than 60 days; or (b4) Liens for taxes, assessments, fees governmental assessments or similar governmental charges to the extent or levies not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s yet due or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested by the Company in good faith by appropriate proceedings; (d) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (e) Liens to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing PROVIDED that adequate reserves with respect thereto are maintained on the obligations books of the Company under this Agreement, including Liens created under subsection 8.1Borrower in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do notwhich, 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 Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))Borrower; and (rf) Liens on deposits securing hedging obligations incurred in created pursuant to the ordinary course of businessSecurity Documents.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or that are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxesof landlords arising by statute, assessmentsinchoate, fees statutory or governmental charges to the extent not required to be paid under subsection 6.1; (c) construction liens and liens of suppliers, mechanics, carriers’, materialmen, warehousemen’s, mechanics’producers, materialmen’s, repairmen’s operators or workmen and other like Liens arising liens imposed by law created in the ordinary course of business which are for amounts not overdue for a period of more than 60 days past due or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens pledges or deposits to secure the performance of or in connection with bids, tenders, trade contracts (other than for borrowed money), sales, leases, statutory obligations, surety and appeal appeal, customs bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the ordinary course of business that, in the aggregate do not materially impair its use for interfere with the operation ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the principal amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 90 days after of the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness Indebtedness, and (iii) the principal amount of Indebtedness secured by thereby is not increased; (h) Liens securing Indebtedness permitted pursuant to Section 7.2(k); provided that (i) any such Lien shall at no time exceed 100% may not extend to any other property of the original purchase price Borrower or any other Subsidiary that is not a Subsidiary of such propertyPerson and (ii) that any such Lien was not created in anticipation of or in connection with the Permitted Acquisition pursuant to which such Person became a Subsidiary of the Borrower; (i) Liens on securing subordinated Indebtedness of the property or assets of a Person which becomes a Subsidiary after Borrower incurred pursuant to Section 7.2(j) and subject to intercreditor arrangements satisfactory to the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a SubsidiaryAdministrative Agent; (j) Liens on created pursuant to the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside BuildingSecurity Documents; (k) [reserved]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; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course any Lien securing a Permitted Refinancing of businessIndebtedness secured by any Lien permitted by paragraph (f), (g), (h) or (i) above; (m) statutory Liens in favor arising out of lessors arising in connection with property leased to the Company judgments or any awards not constituting an Event of its SubsidiariesDefault under Section 8(h); (n) Liens securing Indebtedness incurred to finance deferred insurance premiums permitted under paragraph (h) of a Subsidiary Section 7.2, provided that such Liens shall be permitted only with respect to unearned premiums and dividends which may become payable under the Company or another Subsidiaryrelevant insurance policies and loss payments which reduce the unearned premiums under such insurance policies; (o) Liens arising in any Lien constituting a right of set-off, revocation, refund or chargeback under a deposit agreement or under the ordinary course Uniform Commercial Code of its business which do not secure Indebtedness and do not, in a bank or other financial institution where deposits are maintained by the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a wholeBorrower or any Subsidiary; (p) Liens in favor of the United States customs and revenue authorities arising as a matter of America, or any state thereof, law to secure partial, progress, advance or other payments pursuant to any contract or provisions payment of any statute;customs duties in connection with the importation of goods; and (q) Liens not otherwise permitted under by this subsection Section 7.3 securing so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined, in an aggregate amount not exceeding at any time 15% the case of Consolidated Net Tangible Assets each such Lien, as of the date such Lien is incurred) of incurrence the assets subject thereto exceeds (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (rBorrower and all Subsidiaries) Liens on deposits securing hedging obligations incurred in the ordinary course of business$5,000,000 at any one time.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or that are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this Agreementor its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxesof landlords arising by statute, assessmentsinchoate, fees statutory or governmental charges to the extent not required to be paid under subsection 6.1; (c) construction liens and liens of suppliers, 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 for amounts not overdue for a period of more than 60 days past due or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens pledges or deposits to secure (i) obligations in respect of Vendor Contract Letters of Credit (as defined in Section 7.02(m)) (which pledges or deposits shall be limited to property of Foreign Subsidiaries) or (ii) the performance of or in connection with bids, tenders, 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, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, do not materially impair its use for interfere with the operation ordinary conduct of the business of the Company or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Amendment Effective Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; 7.03(f), securing Indebtedness permitted by Section 7.02(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Amendment Effective Date and that the principal amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder or any Subsidiary incurred pursuant to Section 7.02(c) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 90 days after of the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness Indebtedness, and (iii) the principal amount of Indebtedness secured by thereby is not increased; (h) Liens securing Indebtedness permitted pursuant to Section 7.02(k); provided that (i) any such Lien shall at no time exceed 100% may not extend to any other Property of the original purchase price 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 propertyPerson became a Subsidiary of the Company; (i) Liens on securing subordinated Indebtedness of the property or assets of a Person which becomes a Subsidiary after Company incurred pursuant to Section 7.02(j) and subject to intercreditor arrangements satisfactory to the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a SubsidiaryAdministrative Agent; (j) any Liens on (i) created pursuant to the HeadquartersSecurity 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 Waterside Garage, the Clocktower Building and the Waterside Buildingas contemplated by Section 2.24; (k) [reserved]any interest or title of a lessor under any operating lease entered into by the Company or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course any Lien securing a Permitted Refinancing of businessIndebtedness secured by any Lien permitted by paragraph (f), (g), (h) or (i) above; (m) statutory Liens in favor arising out of lessors arising in connection with property leased to the Company judgments or any awards not constituting an Event of its SubsidiariesDefault under paragraph (h) of Article 8; (n) Liens securing Indebtedness incurred to finance deferred insurance premiums permitted under paragraph (h) of a Subsidiary Section 7.02, provided that such Liens shall be permitted only with respect to unearned premiums and dividends which may become payable under the Company or another Subsidiaryrelevant insurance policies and loss payments which reduce the unearned premiums under such insurance policies; (o) Liens arising any Lien that is customary in the ordinary course banking industry and constituting a right of its business which do not secure Indebtedness and do notset-off, in revocation, refund or chargeback under a deposit agreement or under the aggregate, materially detract from the value Uniform Commercial Code of the business of a bank or other financial institution where deposits are maintained by the Company and its Subsidiaries, taken as a wholeor any Subsidiary; (p) Liens in favor of the United States customs and revenue authorities arising as a matter of America, or any state thereof, law to secure partial, progress, advance or other payments pursuant to any contract or provisions payment of any statutecustoms duties in connection with the importation of goods; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as Indebtedness incurred pursuant to Section 7.02(i); provided no assets of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); andany Subsidiary Guarantor are subject thereto; (r) Liens on deposits securing hedging not otherwise permitted by this Section 7.03 so long as neither (i) the aggregate outstanding principal amount of the obligations incurred secured thereby nor (ii) the aggregate fair market value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Company and all Subsidiaries) the greater of (x) $16,500,000 and (y) 1% of the Consolidated Total Assets of the Company as determined as of the last day of the most recent fiscal period for which financial statements have been delivered hereunder at any one time; and (s) Liens granted by Subsidiaries of the Company organized under the laws of the United Kingdom in connection with banking relationships entered into by them in the ordinary course of business.

Limitation on Liens. CreateThe Borrower will not, incurand will not permit the Restricted Subsidiaries to, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Company Borrower or any of its Subsidiariessuch Restricted Subsidiary, whether now owned or hereafter acquired, except forexcept: (a) LiensLiens arising under the Credit Documents and/or created pursuant to the Final Order, if any, in each case securing the obligations of the Company under this Agreement, including Liens created under subsection 8.1Obligations; (b) Liens on the Collateral securing obligations under Secured Cash Management Agreements and Hedging Agreements; provided that (i) such obligations shall be secured by the Liens granted in favor of the Collateral Agent in the manner set forth in, and be otherwise subject to (and in compliance with), this Agreement and governed by the applicable Security Documents and (ii) such agreements were not entered into for taxes, assessments, fees or governmental charges to speculative purposes (as determined by the extent not required to be paid under subsection 6.1Borrower at the time such agreements were entered into in its reasonable discretion acting in good faith); (c) carriers’Permitted Liens; (d) Liens securing Indebtedness permitted pursuant to Section 8.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, warehousemen’sconstruction, mechanics’repair, materialmen’srestoration, repairmen’s replacement, expansion, installation or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (e) Liens existing on the Closing Date; provided that any Lien securing Indebtedness or other like obligations in excess of (x) $5,000,000 individually or (y) $25,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (e) that are not set forth on Schedule 8.2) shall only be permitted to the extent such Lien is listed on Schedule 8.2; (f) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (e) and clause (t) of this Section 8.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the modification, refunding, refinancing, replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness or other obligations secured thereby (including any unused commitments), to the extent such modification, refunding, refinancing, replacement, extension or renewal is permitted by Section 8.1; (g) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) pursuant to a Permitted Acquisition or other permitted Investment, or existing on assets acquired after the Closing Date, to the extent the Liens on such assets secure Indebtedness permitted by Section 8.1(i); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 8.1(i); (h) Liens securing Indebtedness or other obligations (i) of the Borrower or any Restricted Subsidiary in favor of a Credit Party and (ii) of any other Restricted Subsidiary that is not a Credit Party in favor of any other Restricted Subsidiary that is not a Credit Party; (i) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (j) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 8.5 to be applied against the purchase price for such Investment and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 8.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business which are not overdue for a period (including in respect of more than 60 days construction or which are being contested in good faith restoration activities) permitted by appropriate proceedingsthis Agreement; (dl) pledges or deposits Liens deemed to exist in connection with workers’ compensation, unemployment insurance and other social security legislationInvestments in repurchase agreements permitted under Section 8.5; (em) any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Borrower or any Restricted Subsidiary; (n) Liens that are contractual rights of set-off (i) relating to secure the performance establishment of bidsdepository relations with banks not given in connection with the issuance of Indebtedness, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and appeal bonds, performance bonds the Restricted Subsidiaries or (iii) relating to purchase orders and other obligations agreements entered into with customers of a like nature, the Borrower or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred any Restricted Subsidiary in the ordinary course of business; (fo) easementsLiens solely on any xxxx xxxxxxx money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; (p) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (q) Liens in respect of Permitted Sale Leasebacks; (r) any restrictions on any Stock or Stock Equivalents or other joint venture interests of the Borrower or any Restricted Subsidiary providing for a breach, rights-of-waytermination or default under any owners, restrictionsparticipation, leases shared facility, joint venture, stockholder, membership, limited liability company or partnership agreement between such Person and one or more other holders of property to otherssuch Stock or Stock Equivalents or interest of such Person, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances if a security interest or other Lien is created on such Stock or Stock Equivalents or interest as a result thereof and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such SubsidiaryLiens; (gs) Liens Lien and other exceptions to title, in existence either case on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in respect of any facilities of the same property) andBorrower or any Restricted Subsidiary, arising as a result of any shared facility agreement entered into with respect to Indebtedness in an aggregate amount in excess of $50,000,000such facility, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements except to the property after the Closing Date and extent 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) any such Liens shall be created within 270 days after the acquisition or improvement of such fixed exceptions, individually 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from adversely affect the value of the business relevant property or materially impair the use of the Company relevant property in the operation of business the Borrower and its the Restricted Subsidiaries, taken as a whole; (pt) Liens on cash and Permitted Investments (i) deposited by the Borrower or any Restricted Subsidiary in favor margin accounts with or on behalf of the United States of Americabrokers, credit clearing organizations, independent system operators, regional transmission organizations, pipelines, state agencies, federal agencies, futures contract brokers, customers, trading counterparties, or any state thereof, other parties or issuers of surety bonds or (ii) pledged or deposited as collateral by the Borrower or any Restricted Subsidiary with any of the entities described in clause (i) above to secure partialtheir respective obligations, progressin the case of each of clauses (i) and (ii) above, advance or other payments pursuant to any contract or provisions with respect to: Netting Agreements, Hedging Agreements and letters of any statutecredit supporting Netting Agreements and Hedging Agreements; (qu) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior Incremental Facility subject to the first report under subsection 6.4, as reported intercreditor agreement described in the most recent financial statements delivered pursuant to subsection 5.1(d)Section 2.13(g); and (rv) additional Liens on deposits securing hedging so long as the aggregate amount of obligations incurred in the ordinary course of businesssecured thereby at any time outstanding does not exceed $5,000,000.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 6.3(f), securing Indebtedness permitted by Section 6.2(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if anyPROVIDED that adequate reserves with respect thereto are maintained on the books of Holdings, securing the obligations of Borrower or their respective Subsidiaries, as the Company under this Agreementcase may be, including Liens created under subsection 8.1in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; provided 7.3(f), securing Indebtedness permitted by Section 7.2(e), PROVIDED that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided PROVIDED that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of thereby is not increased; (h) Liens created pursuant to the original purchase price of such propertySecurity Documents; (i) Liens on the property any interest or assets title of a Person which becomes a Subsidiary after lessor under any lease entered into by the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company Borrower or any of its Subsidiaries; (n) Liens securing Indebtedness of a other Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in covering only the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a wholeassets so leased; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (qj) Liens not otherwise permitted under by this subsection Section 7.3 securing so long as neither (i) the aggregate outstanding principal amount of the obligations in an secured thereby nor (ii) the aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets fair market value (determined as of the date such Lien is incurred) of incurrence the assets subject thereto exceeds (on a pro forma basisas to the Borrower and all Subsidiaries) $1,000,000 at any one time; (k) any covenants, for the avoidance of doubteasements, restrictions, encumbrances and exceptions contained in accordance any mortgagee's title insurance policy delivered in connection with the financial statements as most recently reported by the Company pursuant Existing Credit Agreement or referred to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)Section 5.1(o)(i); and (rl) Liens on deposits securing hedging obligations incurred in any existing leases or subleases of all or any portion of a Mortgaged Property and any renewals and extensions thereof, any leases or subleases entered into upon the ordinary course expiration or termination of any such lease or sublease, and any leases or subleases hereafter entered into of all or any portion of a Mortgaged Property not required by the Borrower for the operation of its business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Restricted Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 30 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business, and deposits to secure obligations under contracts to purchase towers or other related assets; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Restricted Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 6.3(f), securing Indebtedness permitted by Section 6.2(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any Restricted Subsidiary incurred pursuant to Section 6.2(c)to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i1) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii2) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii3) the amount of Indebtedness secured thereby, if any, thereby is not increased, except ; (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 Restricted Subsidiary in respect the ordinary course of commitments existing at its business and covering only the time assets so leased (including landlord’s Liens on any property placed on the property subject to such Person became a Subsidiarylease); (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do cash deposits not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in exceeding an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of equal to $1,000,000 to secure Indebtedness permitted by Section 6.2(g) and the date of incurrence (Indebtedness described on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)Schedule 6.2(d); and (rk) Liens on deposits securing hedging obligations incurred in under the ordinary course of businessExisting Credit Facility.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesPrincipal Property, whether now owned or hereafter acquired, except for Liens as in effect on the Closing Date, and except for: (a) LiensLiens for taxes not yet due or that are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower, including Liens created under subsection 8.1in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 60 90 days or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, do not in any case materially impair its use for detract from the operation value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany 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; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacementIndebtedness, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate principal amount in excess of not to exceed $50,000,000250,000,000 at any one time outstanding, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement construction of fixed or capital assetsassets (including Capital Lease Obligations) and extensions, renewals and replacements of any such Indebtedness that do not increase the replacement, extension or renewal thereof upon or in the same propertyoutstanding principal amount thereof; provided that (i) such Liens shall be created substantially simultaneously with or within 270 120 days after the such acquisition or improvement completion of such construction of such fixed or capital assets, assets and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness indebtedness; (h) any interest or title of a lessor under any lease entered into in the ordinary course of business and (iii) covering only the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such propertyassets so leased; (i) Liens on existing upon any property acquired by the property Borrower or assets any of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or its Subsidiaries in the same propertyordinary course of business; provided that (i) such Liens existed at the time such Person became a Subsidiary and were Lien is not created in anticipation thereof and 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 of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiarythereof; (j) Liens on the Headquartersarising in connection with sales or transfers of, the Waterside Garageor financings secured by, the Clocktower Building and the Waterside Buildingaccounts receivable or related contracts; (k) [reserved]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) usual Liens incidental to the normal conduct of the business of the Borrower or any Subsidiary or the ownership of its property that are not incurred in connection with the incurrence of Indebtedness and customary set off rights with respect to bank accounts and brokerage accounts that do not in the ordinary course 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; (m) statutory Liens in favor respect of lessors arising property of the Borrower or any of its Subsidiaries in connection with property leased to (a) the Company First Mortgage Bond Indentures or (b) customary mortgage bonds issued by the Borrower or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary;created under any Loan Document; and (o) Liens arising in the ordinary course of its business which do would otherwise not secure be permitted by clauses (a) through (n) above, securing additional Indebtedness and do not, in the aggregate, materially detract from the value of the business Borrower or any of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of provided that the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount of all such secured Indebtedness does not exceeding at any time 15exceed 10% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessTotal Assets.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which in the aggregate do not materially impair its use for the operation of the business of the Company or such Subsidiary; (g) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do notwhich, 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 Company and its Subsidiaries, taken as a wholeBorrower or such Subsidiary; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, 48 43 except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislationlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiary; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.2, provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. CreateThe Companies shall not, incurdirectly or indirectly, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume assume, or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets, or revenues, whether now owned or hereafter acquired, except forexcept: (a) Liens, Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings if any, securing adequate reserves with respect thereto are maintained on the obligations books of the Company under this Agreement, including Liens created under subsection 8.1appropriate Companies in accordance with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriersCarriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith and by appropriate proceedings; (dc) pledges Pledges or deposits in connection with workers’ workmen’s compensation, unemployment insurance insurance, and other social security legislation; (ed) Liens Deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds bonds, and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easementsEasements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case materially impair its use for detract from the operation value of the property subject thereto or interfere with the ordinary conduct of the business of the Company or such SubsidiaryCompanies; (gf) Liens which were in existence on December 28, 2003, and which secured obligations reflected in the Closing Date securing Indebtedness in existence Financial Statements delivered on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule IIIDate; provided that no such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date date of this Agreement and that the amount of Indebtedness Debt secured thereby is not increased; (h) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder incurred to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 100% of the original purchase price of such property; (ig) Liens on the property or assets of a Person corporations which becomes a Subsidiary become Subsidiaries after the date hereof, and the replacement, extension or renewal thereof upon or in the same propertyof this Agreement; provided that (i) such Liens existed at the time such Person the respective corporations became a Subsidiary Subsidiaries and were not created in anticipation thereof thereof; (ii) no such Lien is spread to cover any property or assets of any other Company; and (iiiii) the amount of Indebtedness Debt secured thereby, if any, thereby (other than accrued interest) is not increased; (h) Liens upon real and/or tangible personal property, except in respect which property was acquired after December 28, 2003 (by purchase, construction or otherwise) by any Company, each of commitments existing at 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 long-term Debt (or construction loans not constituting long-term Debt) representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of the respective property; provided that no such Person became Lien shall extend to or cover any property of any Company, other than the respective property so acquired and improvements thereon; and (i) Liens created by or resulting from any Litigation or legal proceeding not reportable under Section 6.07(c) which is currently being contested in good faith by appropriate proceedings and for which adequate reserves have been taken on the books of the Companies and Liens arising out of judgments or awards against any Company which is not a SubsidiaryEvent of Default under Section 8.01(h) with respect to which any Company shall in good faith be prosecuting an appeal or proceeding for review; (j) Liens on in connection with the Headquartersrenewal, replacement, refunding, or extending of the Waterside Garagematurity in whole or in part, of any Lien permitted by Section 7.01(h), or of the Clocktower Building obligations secured thereby, for amounts not exceeding the principal amount of the obligation so renewed, refinanced, replaced, refunded, or extended at the time of the renewal, replacement, refunding or extension thereof, and covering only the Waterside Buildingsame property or assets theretofore securing the same; (k) [reserved];Leases or subleases not otherwise prohibited by this Agreement on any property of any Company; and (l1) usual and customary set off rights with respect Liens (in addition to bank accounts and brokerage accounts those otherwise specified in this Section 7.01), which in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which aggregate do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in excess of an aggregate amount not exceeding at any time 15equal to the difference between 10% of Consolidated Net Tangible Assets as Worth minus the fair market value of the date of incurrence (on all assets subject to a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businesssale/leaseback transaction.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementBorrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's, collection attorneys' or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Original Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(e), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the principal amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Borrower or any other Subsidiary incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of thereby is not increased; (h) Liens created pursuant to the original purchase price of such propertySecurity Documents; (i) Liens on the property any interest or assets title of a Person which becomes a Subsidiary after lessor under any Capital Lease Obligation or other lease entered into by the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company Borrower or any of its Subsidiaries; (n) Liens securing Indebtedness of a other Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in covering only the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole;assets so leased; and (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (qj) Liens not otherwise permitted under by this subsection Section 7.3 securing so long as neither (i) the aggregate outstanding principal amount of the obligations in an secured thereby nor (ii) the aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets fair market value (determined as of the date such Lien is incurred) of incurrence the assets subject thereto exceeds (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (rBorrower and all Subsidiaries) Liens on deposits securing hedging obligations incurred in the ordinary course of business$2,000,000 at any one time.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) Liens, if any, securing the obligations a Lien which ratably and equally secures all of the Company under this Agreement, including Liens created under subsection 8.1Senior Debt; (b) Liens for taxesa Lien that is created in favor of a governmental entity, assessmentsmechanic, fees materialman or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising lessor in the ordinary course of business and payment of which are is not overdue for a period of more than 60 days 30 days, but not in any event Liens in favor of a lessor in a sale-leaseback transaction; (c) a Lien that is the result of a court judgment as to which all rights of the appeal have not terminated and is bonded or pledged or the enforcement of which are being contested in good faith by appropriate proceedings;will not have a Material Adverse Effect. (d) Liens extending, renewing or replacing Permitted Liens (other than any additional Lien described in clause (h) below); (e) Liens securing pledges or deposits in connection with under workers’ ' compensation, unemployment insurance and other social security legislation; (ef) Liens to secure the performance consisting of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (f) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances way and other similar encumbrances affecting property which in and does not interfere with the aggregate do not materially impair its use for the operation business or operations of the business of the Company or such SubsidiaryBorrower and its Subsidiaries; (g) Liens in existence on the Closing Date securing a Lien granted by a Subsidiary upon any of such Subsidiary's assets to secure Non-Recourse Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) of such Subsidiary; and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the 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 or improvement of fixed or capital assetsany additional Lien, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after the acquisition or improvement 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 the Lien, plus all other Indebtedness secured by Liens (including Indebtedness for capitalized lease obligations but excluding Indebtedness secured by Liens otherwise permitted by clauses (a) through (g) above) plus all leases under sale-leaseback transactions which the Borrower has not elected to treat as an Asset Sale, does not exceed 1003% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value Total Capitalization of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessBorrower.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this Agreementapplicable Loan Party, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business for amounts which are not overdue for a period of more than 60 30 days or which that are being contested in good faith by appropriate proceedingsproceeding (such contest proceedings conclusively operating to stay the sale of any portion of the Collateral on account of such Lien); provided, that adequate reserves with respect thereto are maintained on the books of the applicable Loan Party, as the case may be, in conformity with GAAP; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation; (ed) Liens deposits by or on behalf of the Loan Parties to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business;, including, without limitation, deposits permitted pursuant to Section 6.10(c) of the Disbursement Agreement. (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances encroachments and other similar encumbrances affecting property which and other minor defects and irregularities in title, in each case incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiaryapplicable Loan Party; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property (other than proceeds thereof) after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens created pursuant to the Security Documents (including Liens created thereunder securing Specified Hedge Agreements); (h) leases and subleases permitted under Section 7.5(f) and any leasehold mortgage in favor of any party financing the lessee under any lease or sublease permitted under Section 7.5(f); provided, that (a) no Loan Party is liable for the payment of any principal of, or interest, premiums or fees on, such financing and (b) the affected lease and leasehold mortgage are expressly made subject and subordinate to the Lien of the applicable Mortgage; (i) Liens created by the Golf Course Lease, the Driving Range Lease, the Building Lease or the Employee Parking Lot Lease (in each case encumbering only the Property covered by such lease agreement); (j) licenses of patents, trademarks and other intellectual property rights granted by a Loan Party in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of such Loan Party; (k) Liens securing Indebtedness permitted under Section 7.2(f)(i); provided, that such Liens are junior in priority (other than in respect of the Second Mortgage Notes Proceeds Account) to the Liens securing the Obligations; (l) Liens with respect to Property of the Borrower securing Indebtedness permitted under Section 7.2(f)(ii) and to any proceeds thereof; provided, that such Liens attach only to the Specified FF&E (senior in priority to the Liens of the Security Documents on the Specified FF&E); (m) prior to the Final Completion Date any "Permitted Liens" under the Disbursement Agreement; (n) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); (o) Permitted Encumbrances; (p) Liens arising from the filing of UCC financing statements relating solely to leases permitted by this Agreement; (q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (r) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any Real Estate; (s) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder Loan Parties incurred pursuant to Section 7.2(g) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assetsassets (or the refinancing of such Indebtedness as otherwise permitted hereunder) (ii) such Liens do not at any time encumber any Property other than the Property (and proceeds thereof) financed by such Indebtedness, (iii) the principal amount of Indebtedness secured thereby is not increased and (iv) the Property financed by such Indebtedness is not of a type that will become affixed to the Project such that the removal thereof could reasonably be expected to materially interfere with the ongoing ordinary course operations of the Project; (t) Liens securing Indebtedness of the Loan Parties incurred pursuant to Section 7.2(j) to finance the acquisition of the Additional Land, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the Additional Land, (ii) such Liens do not at any time encumber any property Property other than the property financed by such Indebtedness Additional Land (and proceeds thereof) and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such propertythereby is not increased; (iu) Liens with respect to the Aircraft granted by World Travel to the Borrower securing Indebtedness under the Aircraft Note; and (v) Liens on cash disbursed pursuant to the property Disbursement Agreement and deposited with, or assets held for the account of, any Loan Party securing reimbursement obligations under performance bonds, guaranties, commercial letters of a Person which becomes a Subsidiary after credit, bankers' acceptances or similar instruments permitted under Section 7.2(k), granted in favor of the date hereofissuers of such performance bonds, and the replacementguaranties, extension commercial letters of credit or renewal thereof upon or in the same property; provided that bankers' acceptances, so long as (i) any cash disbursed to secure such Liens existed at the time such Person became a Subsidiary and were not created reimbursement obligations is invested in anticipation thereof Permitted Securities only and (ii) the amount of cash and/or Permitted Securities secured by such Liens is note less than the amount of Indebtedness secured therebythereby and in any event does not exceed 110% of the amount of the Indebtedness secured thereby (ignoring, if anyfor purposes of this clause (ii), is not increased, except any interest earned or paid on such cash and any dividends or distributions declared or paid in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(dPermitted Investments)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if any, securing provided that adequate reserves with respect thereto are maintained on the obligations books of the Company under this AgreementUS Borrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, landlords’ or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 45 days or which that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained in the books of the applicable Loan Party, in conformity with GAAP; (dc) Liens (other than any Lien imposed by ERISA, the PBA or Canadian federal or provincial statutes in relation to pension plans or any other applicable employee benefit plan law) consisting of pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation in the ordinary course of business; (ed) Liens deposits by or on behalf of the US Borrower or any of its Subsidiaries to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; provided that the aggregate amount of all deposits at any one time securing appeal bonds, together with the aggregate amount of all judgment obligations and awards subject to Liens permitted pursuant to Section 7.3(j), does not exceed $25,000,000 at any time outstanding (for purposes of determining compliance with this proviso, excluding any judgment obligations or awards and any deposits securing appeal bonds, in any such case to the extent the judgment obligations, awards or obligations subject to appeal are covered by insurance as to which the respective insurer has been notified and not denied coverage); (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially impair its use for detract from the operation value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company US Borrower or such Subsidiaryany of its Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, date hereof listed on Schedule III; 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property or any material improvements to the property Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (hg) Liens securing Indebtedness of the Company and US Borrower or any of its Subsidiaries not prohibited hereunder incurred pursuant to Section 7.2(c) to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement of such fixed or capital assets, (ii) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and Indebtedness, (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, thereby is not increased, except increased and (iv) the amount of Indebtedness initially secured thereby is not more than 100% of the purchase price of such fixed or capital asset ; (h) Liens created pursuant to the Security Documents and the Canadian Intercompany Loan Documents; (i) any interest or title of a lessor under any lease entered into by the US Borrower or any of its Subsidiaries in respect the ordinary course of commitments existing at its business and covering only the time such Person became a Subsidiaryassets so leased; (j) Liens on arising out of the Headquartersexistence of judgments or awards in respect of which the US Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all judgment obligations and awards subject to Liens pursuant to this clause (j), together with the Waterside Garageaggregate amount of all deposits at any one time securing appeal bonds pursuant to Section 7.3(d), does not exceed $25,000,000 at any time (for purposes of determining compliance with this proviso, excluding any judgment obligations or awards and any deposits securing appeal bonds, in any such case to the Clocktower Building extent the judgment obligations, awards or obligations subject to appeal are covered by insurance as to which the respective insurer has been notified and the Waterside Buildingnot denied coverage); (k) [reserved]Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by any Loan Party in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by the US Borrower or any of its Subsidiaries to provide collateral to the depository institution; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business; (m) statutory Permitted Encumbrances; (n) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the US Borrower or any of its Subsidiaries in favor the ordinary course of lessors arising business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (o) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the US Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) the aggregate amount of all Indebtedness that is secured by such Liens does not exceed $15,000,000 at any one time outstanding (and is otherwise permitted to exist under Section 7.2(h)), and (y) such Liens are not incurred in connection with with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property leased to or asset of the Company US Borrower or any of its Subsidiaries; (np) Liens securing Indebtedness of Permitted Seller Debt incurred in connection with a Subsidiary Permitted Acquisition, provided, that (i) any such Lien attaches only to the Company or another Subsidiary; Property acquired in connection with the underlying Permitted Acquisition, (oii) Liens arising in such Lien attaches concurrently with the ordinary course acquisition of its business which do such Property, (iii) the principal amount of any Permitted Seller Debt secured by any such Lien is not secure Indebtedness and do not, in the aggregate, materially detract from the value more than 100% of the business Fair Market Value of the Company and its Subsidiaries, taken as a whole; Property subject to such Lien (p) Liens in favor determined at the time of the United States incurrence of Americasuch Permitted Seller Debt), or and (iv) the aggregate principal amount of all Permitted Seller Debt secured by any state thereof, such Lien is permitted to secure partial, progress, advance or other payments be incurred pursuant to Section 7.2(m) and does not exceed at any contract one time outstanding (x) at any time on or provisions prior to the first anniversary of the Closing Date, $7,000,000, (y) at any statutetime after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, $14,000,000 and (z) at any time after the second anniversary of the Closing Date, $20,000,000; (q) Liens securing Attributable Debt in respect of (i) Permitted Sale-Leaseback Transactions and (ii) the Nashville Headquarters Sale-Leaseback Transaction; provided that (I) such Liens shall be created substantially simultaneously with the consummation of the respective Sale-Leaseback Transaction and (II) such Liens shall not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of encumber any Property other than the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company Property sold pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))Sale-Leaseback Transaction; and (r) Liens on deposits securing hedging not otherwise permitted by this Section 7.3, so long as neither (i) the aggregate outstanding principal amount of the obligations incurred secured thereby nor (ii) the aggregate Fair Market Value (determined, in the ordinary course case of businesseach such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the US Borrower and all Subsidiaries) $10,000,000 at any one time.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not yet due or which are being contested in good faith by appropriate proceedings, if anyprovided, securing that, adequate reserves with respect thereto are maintained on the obligations books of such Person in conformity with GAAP (or, in the Company under this Agreementcase of Foreign Subsidiaries, including Liens created under subsection 8.1generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation); (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) 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 60 days or which are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, zoning restrictions, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business which do not secure any monetary obligations and do not in any case materially impair its use for detract from the operation value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such SubsidiaryPerson; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess existing as of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date and listed on Schedule 8.3 and extensions, renewals and replacements thereof that do not increase the outstanding principal amount of Indebtedness secured thereby is not increased;thereof; ​ (hg) Liens securing Indebtedness of the Company and its Borrower or any Subsidiaries not prohibited hereunder permitted by subsection 8.2(d) incurred to finance the acquisition or improvement of fixed or capital assetsassets (whether pursuant to a loan, and the replacementa Financing Lease or otherwise), extension or renewal thereof upon or in the same property; provided that provided, that, (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement 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 (iiiiv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such propertyproperty at the time it was acquired; (h) Liens created pursuant to the Security Documents; (i) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens existed at the time such Person became a Subsidiary and were not Xxxxx created in anticipation thereof and (ii) the amount of Indebtedness secured thereby, if any, is not increased, except in respect of commitments existing at the time such Person became a Subsidiary; (j) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased pursuant to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary XXX Lease to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments extend subordinated pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of businessSection 12.6 thereof.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its Subsidiariesproperty, assets or revenues, whether now owned or hereafter acquired, except for:(subject, in the case of Liens described in paragraphs (o) through (t) below, to the provisions of subsection 9.8): (a) Liens, if any, securing 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 obligations books of the Company under this AgreementU.S. Borrower or its Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization); (b) Liens for taxes, assessments, fees or governmental charges to the extent not required to be paid under subsection 6.1; (c) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's, suppliers or other like Liens arising in the ordinary course of business which are relating to obligations not overdue for a period of more than 60 days or which are bonded or being contested in good faith by appropriate proceedings; (dc) pledges or deposits in connection with workers’ ' compensation, unemployment insurance and other social security legislation, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith and deposits securing liabilities to insurance carriers under insurance and self-insurance programs; (ed) Liens (other than any Lien imposed by ERISA) incurred on deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds bonds, utility payments and other obligations of a like nature, or to qualify to do business, maintain insurance or obtain other benefits, in each case nature incurred in the ordinary course of business; (fe) easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred which, in the aggregate aggregate, do not materially impair its use for interfere with the operation ordinary conduct of the business of the Company or such SubsidiaryU.S. Borrower and its Subsidiaries taken as a whole; (f) Liens created pursuant to the Security Documents; (g) attachment, judgment or other similar Liens arising in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension connection with court or renewal thereof upon arbitration proceedings fully covered by insurance or involving individually or in the same property) andaggregate, with respect to Indebtedness in an aggregate amount in excess of no more than $50,000,00040,000,000 at any one time, listed on Schedule III; provided that no the same are discharged, or that execution or enforcement thereof is stayed pending appeal, within 60 days or, in the case of any stay of execution or enforcement pending appeal, within such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date and that the amount of Indebtedness secured thereby is not increasedlesser time during which such appeal may be taken; (h) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business; (i) statutory Liens and rights of offset arising in the ordinary course of business of the U.S. Borrower and its Subsidiaries; (j) Liens in connection with leases or subleases granted to others and the interest or title of a lessor or sublessor (other than the U.S. Borrower or any Subsidiary of the U.S. Borrower) under any lease; (k) Liens arising in connection with Industrial Development Bonds or other industrial development, pollution control or other tax-favored or government-sponsored financing transactions, provided that such liens do not at any time encumber any property, other than the property financed by such transaction and other property, assets or revenues related to the property so financed on which Liens are customarily granted in connection with such transactions (in each case, together with improvements and attachments thereto); (l) Liens on receivables subject to a Receivable Financing Transaction; (m) Liens securing Indebtedness permitted by subsection 9.2(c) and any other Indebtedness in respect of Interest Rate Agreement Obligations or Currency Agreement Obligations entered into to protect against fluctuations in interest rates or exchange rates and not for speculative reasons, provided that such Liens run in favor of a Lender hereunder or a lender under one of the Other Credit Agreements; (n) Extensions, renewals and replacements of any Lien described in subsections 9.3(a) through (m) above; (o) Liens (including, without limitation, Liens incurred in connection with Financing Leases, operating leases and sale-leaseback transactions) securing Indebtedness of the Company U.S. Borrower and its Subsidiaries not prohibited hereunder permitted by subsection 9.2 incurred to finance the acquisition or improvement of fixed or capital assets, and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after substantially simultaneously with the acquisition or improvement purchase of such fixed or capital assetsproperty, (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 (iiiiv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property; (ip) Liens on securing the Indebtedness of Foreign Subsidiaries permitted by subsection 9.2, provided that such Liens permitted by this paragraph do not at any time encumber any property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or located in the same property; provided United States; (q) Liens securing reimbursement obligations with respect to documentary letters of credit permitted hereunder which encumber documents and other property relating to such letters of credit; (r) Liens securing Acquired Indebtedness permitted by subsection 9.2, provided, that (i) such Liens existed at the time such Person corporation became a Subsidiary or such assets were acquired and were not created in anticipation thereof and thereof, (ii) the amount of Indebtedness secured thereby, if any, is any such Lien does not increased, except in respect of commitments existing at by its terms cover any property or assets after the time such Person corporation became or becomes a SubsidiarySubsidiary or such assets were acquired which were not covered immediately prior thereto (and improvements and attachments thereto) and (iii) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time such corporation became or becomes a Subsidiary or such assets were acquired; (js) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (kexcept as otherwise expressly provided for in subsections 9.3(a) [reserved]; (l) usual and customary set off rights with respect to bank accounts and brokerage accounts in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; through (n) ), Liens securing Indebtedness of a Subsidiary to the Company or another SubsidiaryDomestic Subsidiaries permitted under subsection 9.2; (ot) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d))Liens; and (ru) Liens on deposits securing hedging obligations incurred extensions, renewals and replacements of any Lien described in the ordinary course of businesssubsections 9.3(o) through (t) above.

Limitation on Liens. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Lien upon any property of the Company or any of its SubsidiariesProperty, whether now owned or hereafter acquired, except for: (a) LiensLiens for taxes not overdue for a period longer than 30 days (or, if anyshorter, securing the obligations grace period applicable thereto) or that are being contested in good faith by appropriate proceedings and for which adequate reserves with respect thereto are maintained on the books of the Company under this Agreementor its Restricted Subsidiaries, including Liens created under subsection 8.1as the case may be, in conformity with GAAP; (b) Liens for taxesof landlords arising by statute, assessmentsinchoate, fees statutory or governmental charges to the extent not required to be paid under subsection 6.1; (c) construction liens and liens of suppliers, 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 for amounts not overdue for a period of more than 60 90 days past due or which that are being contested in good faith by appropriate proceedings; (dc) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation; (ed) Liens pledges or deposits to secure the performance of or in connection with bids, tenders, 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, or to qualify to do business, maintain insurance or obtain other benefits, in each case incurred in the ordinary course of business; (fe) minor encroachments, easements, rights-of-way, restrictions, leases of property to others, easements for installations of public utilities, title imperfections and restrictions, zoning ordinances restrictions and other similar encumbrances affecting property which incurred in the aggregate ordinary course of business that, in the aggregate, do not materially impair its use for interfere with the operation ordinary conduct of the business of the Company or such Subsidiaryany of its Restricted Subsidiaries; (gf) Liens in existence on the Closing Date securing Indebtedness in existence on the Closing Date (and the replacement, extension or renewal thereof upon or in the same property) and, with respect to Indebtedness in an aggregate amount in excess of $50,000,000, listed on Schedule III; provided that no such Lien is spread to cover any additional property or any material improvements to the property after the Closing Date and that the amount of Indebtedness secured thereby is not increased7.03(f); (hg) Liens securing Indebtedness of the Company and its Subsidiaries not prohibited hereunder or any Restricted Subsidiary incurred pursuant to finance the acquisition or improvement of fixed or capital assetsSection 7.02(c), and the replacement, extension or renewal thereof upon or in the same property; provided that (i) such Liens shall be created within 270 days after of the acquisition acquisition, construction, repair, replacement or improvement of such fixed or capital the applicable assets, (ii) such Liens do not at any time encumber any property Property (except for additions and accessions to such Property) other than the property Property financed by such Indebtedness and the proceeds and products thereof, provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender, and (iii) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets) other than the principal amount assets subject to such Capital Lease Obligations and the proceeds and products thereof; provided that individual financings of Indebtedness secured equipment provided by any one lender may be cross collateralized to other financings of equipment provided by such Lien shall at no time exceed 100% of the original purchase price of such propertylender; (ih) Liens on the property or assets of a Person which becomes a Subsidiary after the date hereof, and the replacement, extension or renewal thereof upon or in the same propertysecuring Permitted Assumed Acquisition Indebtedness permitted pursuant to Section 7.02(k); provided that (iw) the Senior Secured Net Leverage Ratio shall not exceed 2.00:1.00 on a Pro Forma Basis as of the last day of the most recently ended Test Period, (x) if such Liens are on Collateral, such Lien shall be subject to a Customary Intercreditor Agreement, and (y) such Liens existed at Lien was not created in anticipation of or in connection with the time Permitted Acquisition pursuant to which such Person became a Subsidiary and were not created in anticipation thereof and of the Company; (iii) the amount of Indebtedness secured thereby, if any, is not increased, except Liens in respect of commitments existing at the time such Person became a Subsidiary; discounting or factoring of receivables (jand relating assets) Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; (k) [reserved]; (l) usual and customary set off rights with respect by Foreign Subsidiaries pursuant to bank accounts and brokerage accounts factoring or other receivable sale arrangements entered into in the ordinary course of business; (m) statutory Liens in favor of lessors arising in connection with property leased to the Company or any of its Subsidiaries; (n) Liens securing Indebtedness of a Subsidiary to the Company or another Subsidiary; (o) Liens arising in the ordinary course of its business which do not secure Indebtedness and do not, in the aggregate, materially detract from the value of the business of the Company and its Subsidiaries, taken as a whole; (p) Liens in favor of the United States of America, or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any statute; (q) Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 15% of Consolidated Net Tangible Assets as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in accordance with the financial statements as most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, if prior to the first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to subsection 5.1(d)); and (r) Liens on deposits securing hedging obligations incurred in the ordinary course of business.