Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Party or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 days, or (ii) the non-payment of which is permitted by Section 6.07; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, do not materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA.

Limitation on Liens. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on property of the Property Borrower or any of a Loan Party or a Subsidiary of a Loan Party its Subsidiaries on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 8.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)date; (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.077.07, provided, however, that no notice of lien has been filed or recorded under the Code; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent for more than 90 days or remain payable without penalty and, with respect to any such warehousemen’s or which are being contested in good faith and by appropriate proceedings diligently prosecutedlandlord’s lien, 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 maintainedsuch liens only secure accrued rental charges; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation legislation; (f) Liens on the property of the Borrower or to secure its Subsidiaries securing (i) the non-delinquent performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, stay, customs (ii) contingent obligations on surety and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money appeal bonds and (iii) other similar non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business; provided, however, that all such Liens in the aggregate would not (exclusive of obligations for the payment of borrowed moneyeven if enforced) or to secure liability to insurance carrierscause a Material Adverse Effect; (fg) Liens consisting of judgment or judicial attachment liens; provided, however, that the enforcement of such Liens is effectively stayed and all such unstayed liens with respect to judgments in the existence of which aggregate at any time outstanding for the Borrower and its Subsidiaries do not constitute and Event of Defaultexceed $1,000,000; (gh) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business, which, either individually or in the aggregate, are not substantial in amount, and which do not materially detract from the value of the Property subject thereto or interfere in any material respect case materially interfere with the ordinary conduct of the businesses business of any Loan Party or any Subsidiary of any Loan Partythe Borrower and its Subsidiaries; (hi) Liens purchase money security interests (other than capital leases) on any Property property acquired or held by any Loan Party the Borrower or any Subsidiary its Subsidiaries in the ordinary course of any Loan Party business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)property; provided provided, however, that (i) any such Lien attaches to such Property property concurrently with or within 30 20 days after the acquisition thereof, (ii) such Lien attaches solely to the Property property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; property and (iiv) Liens securing Capital Lease Obligations permitted under Section 7.05(d)the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $1,000,000; (j) any Liens of interest owners, including, without limitation, Liens arising as would be defined in Texas Bus. & Com. Code Section 9.343, comparable laws of the states of Oklahoma, Kansas, Wyoming or title of a lessor New Mexico, or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Propertyother comparable law; (k) Liens arising from precautionary UCC financing statements filed under any lease not permitted by this Agreementclause 8.01 (a), (b), (c), (d), (e), (f), (g), (h) or (i), in an aggregate amount not to exceed $1,000,000; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries;Liens securing contractual obligations permitted by Section 8.06; and (m) Liens in favor of collecting banks arising by operation of law under Section 4Cross-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAAffiliate Netting Liens.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Restatement Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c)5.1, including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 judgment, appeal bonds, or judicial attachment liens with respect to judgments the existence of which do not constitute and constituting an Event of DefaultDefault under Section 7.1(h) or (i); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreementeasements, and easementscovenants, conditions, rights-of-way, equitable servitudes, zoning and other restrictions, encroachmentsrestrictions (including covenants or conditions contained in licenses or agreements), minor defects or other irregularities in title, building codes and other laws, ordinances, regulations, rules, orders or determination of any Governmental Authority now or hereafter enacted or other governmentally established restrictions or encumbrances, and other similar encumbrances incurred in on the Ordinary Course of Business which, either individually or in the aggregate, Real Estate which do not materially detract from the value of the Property subject thereto or in any case interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring acquiring, constructing, improving, repairing or replacing such Property and permitted under Section 7.05(d5.5(d); provided provided, that (i) any such Lien attaches to such Property concurrently with or within 30 one hundred twenty (120) days after the acquisition acquisition, construction, improvement, repair or replacement thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such PropertyProperty (other than in respect of accrued interest, fees and expenses related to any refinancing thereof which are added to principal); (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a any Liens granted by such lessor or sublessor to any leased Propertysublessor; (k) Liens arising from the filing of precautionary UCC financing statements filed under with respect to any lease permitted by this Agreement; (l) licenses, sublicenses, licenses and sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party or subleases granted to third parties any Subsidiary of a Credit Party as lessor or sublessor) in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any Subsidiary of its Subsidiaries the Borrower in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (q) [reserved]; (r) other Liens not described above on assets not constituting Collateral that secure obligations cash or Cash Equivalents delivered to the provider of Rate Contracts (other than Indebtedness, provided that the aggregate outstanding amount of Secured Swap Providers) as security for the obligations secured thereby does not exceed thereunder up to an aggregate amount equal to $2,500,000 in the aggregate at any one time1,000,000; (s) Liens consisting of an agreement to sell Property which is the subject of an asset purchase agreement in connection with an asset disposition permitted by Section 5.2; (t) Liens consisting of xxxxxxx money deposits made in connection with Permitted Acquisitions or Investments permitted hereunder; (u) Liens on assets of a Subsidiary acquired in connection with pursuant to a Permitted Acquisition so long as such Liens (i) were not incurred in anticipation or contemplation of such Permitted Acquisition, (ii) do not extend to assets not subject to such Lien at the time of such Permitted Acquisition and are either (iii) would otherwise constitute Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory Stock of such Subsidiary) with a an aggregate fair market value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof1,000,000; (v) Liens on assets Property of any Foreign Subsidiaries Subsidiary that is not a Credit Party securing Indebtedness of such Foreign Subsidiary permitted under Section 5.5(m); (including Steinway w) Liens on Stock or Stock Equivalents of a Permitted Joint Venture securing obligations of such Permitted Joint Venture; (x) Liens on Real Estate securing obligations other than Indebtedness and Sonswhich are disclosed on mortgage title insurance policies delivered hereunder to Agent, but only for so long as it is not a Loan Party hereundersuch Liens have been consented to by Agent in the exercise of its good faith judgment; (y) Liens, if any, expressly permitted by Mortgages; (z) Replacement Liens on the Property subject to secure Indebtedness Liens permitted by Section 7.05(j5.1(h), 5.1(i) and 5.1(u) which do not extend to any other Property and are established in connection with renewal, extension, refinancing or refunding of Indebtedness secured thereby permitted by Section 5.5; (aa) Liens securing Indebtedness permitted under Section 5.5(f); (bb) other Liens so long as the aggregate outstanding principal amount of the Indebtedness secured thereby does not exceed $1,000,000; (cc) Liens on (i) insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 5.5(r) and (ii) deposits made in the Ordinary Course of Business to secure liabilities for premiums to insurance carriers; provided that all such Liens shall not secure any amounts in the aggregate in excess of the amount equal to 6 months of insurance premiums; (dd) Liens consisting of initial prepayments and security deposits in connection with leases, utility services and similar transactions entered into by the 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; and (wee) the rightLiens on medical technology and/or related intellectual property in favor of any seller or vendor thereof, title and interest of NYCIDA to the property located at 19th and Steinway Place extent acquired by a Credit or its Subsidiaries pursuant to an installment or deferred purchase price arrangement between such seller or vendor (ior, in each case, any Affiliate of seller or vendor) and any Credit Party or its Subsidiaries, so long as the Guaranty Agreement, dated as aggregate outstanding principal amount of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAany Indebtedness secured thereby does not exceed $2,500,000.

Limitation on Liens. No Loan Party shallThe Company shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty or assets (including assets acquired after the Initial Issuance Date and Capital Stock of any Restricted Subsidiary of the Company), whether now owned or hereafter acquired, other than except for (i) Liens under the following Collateral Documents securing the Notes; (“Permitted Liens”): (aii) any Lien existing Liens outstanding on the Property of a Loan Party or a Subsidiary of a Loan Party on the Second Amendment Effective Initial Issuance Date and as set forth in on Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c); 5.17 hereto; (b) any Lien created under any Loan Document; (ciii) Liens for Taxes (i) which are taxes not yet delinquent for more than 30 days, or (ii) the non-payment of which is permitted by Section 6.07; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecutedproceedings; provided, which proceedings have that adequate reserves with respect thereto are maintained on the effect of preventing the forfeiture or sale books of the Property subject thereto Company or its Restricted Subsidiaries, as the case may be, in conformity with IAS; (iv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen or other like Liens arising in the ordinary course of business and not discharged for a period of not more than 90 days after notice thereof or which adequate reserves in accordance with GAAP are being maintained; contested in good faith by appropriate proceedings; (ev) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations legislation; (exclusive of obligations for the payment of borrowed moneyvi) or to secure liability to insurance carriers; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, title and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the Property property subject thereto or materially interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part business of the cost of acquiring Company or such Property and permitted under Section 7.05(d)Restricted Subsidiary; provided that (ivii) any such attachment or judgment Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, not constituting any Event of Default under clause (ii9) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and of Section 6.01; (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (iviii) Liens securing Capital Lease Obligations any Indebtedness permitted under to be incurred pursuant to Section 7.05(d5.14(b)(vii)(C); , 5.14(b)(iv) (jprovided such Lien shall encumber only the property so acquired), 5.14(b)(ix) or 5.14(b)(x); (ix) any interest or title of a lessor or sublessor under any pursuant to a lease permitted by this Agreement and matters affecting the interest or title of constituting a lessor or sublessor to any leased Property; Capitalized Lease Obligation; (kx) Liens arising from precautionary UCC financing statements filed under on any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into assets acquired by the Parent Borrower Company or any of its Restricted Subsidiaries after the Initial Issuance Date, which Liens were in existence on or prior to the Ordinary Course acquisition of Business; such assets (pto the extent that such Liens were not created in contemplation of such acquisition), provided, that such Liens are limited to the asset so acquired and the proceeds thereof; (xi) Liens arising securing Indebtedness owed to the Company by operation any of its Restricted Subsidiaries; (xii) restrictions on the disposition or pledge of securities imposed by applicable law or by contract on insurance policies and proceeds thereof with respect to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties securities received in connection with any Qualifying Disposition or interests arising in connection with any joint venture agreement; provided, that (1) any restrictions with respect to securities received in connection with any Qualifying Disposition (A) shall comply with the importation provisions of goods in clause (2) under the Ordinary Course definition of Business; Qualifying Disposition and (rB) other Liens shall not described above on assets not constituting Collateral that secure obligations restrict the pledge of such securities as required pursuant to Section 5.18 other than Indebtednessto require any pledgee or subsequent transferee to be bound by such restrictions and (2) any restrictions with respect to any joint venture agreement entered into after the Initial Issuance Date shall not restrict the pledge of such interests as required pursuant to the Collateral Documents; and (xiii) any renewal of or substitution for any Lien permitted by any of the preceding clauses, provided that the aggregate outstanding amount of Indebtedness secured is not increased nor the obligations secured thereby Lien extended to any additional assets. This Section 5.17 does not exceed $2,500,000 in authorize the aggregate at incurrence of any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were Indebtedness not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness otherwise permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA5.14.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(csubsection 5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments (other than for payment of taxes, assessments or other governmental charges), provided that the existence enforcement of which do such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Credit Parties and their Subsidiaries not constitute and Event of Defaultexceeding $1,000,000; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-rights of way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 twenty (20) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed one hundred percent (100% %) of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC uniform commercial code financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, non-exclusive licenses and sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party or subleases granted any Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any Subsidiary of its Subsidiaries the Borrower in the Ordinary Course of Business; (p) Liens arising securing Indebtedness incurred by operation Foreign Subsidiaries of law the Borrower in an aggregate amount not to exceed $2,000,000 at any time outstanding; provided, that (i) such Liens do not extend to, or contract on insurance policies encumber property which constitutes Collateral and proceeds thereof (ii) such Liens extend only to secure premiums payable thereunderthe property (or equity interests not pledged or required to be pledged to Agent in accordance with the Loan Documents) of the Foreign Subsidiary incurring such Indebtedness; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) Liens arising by operation of law or contract on insurance policies and proceeds thereof in favor of insurers (or other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that Persons financing the aggregate outstanding amount payment of insurance premiums) securing Indebtedness of the obligations secured thereby does not exceed $2,500,000 type described in and permitted under Section 5.5(o) hereof financing the aggregate at any one timepremiums payable in respect of insurance policies issued by such insurers; (s) Liens on encumbering the assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as Target to the extent securing Indebtedness permitted pursuant to subsection 5.5(l), solely to the extent such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber no assets of such Subsidiary (other than the Stock, Accounts or Inventory assets of the Target encumbered by such Liens immediately prior to the Acquisition of such Subsidiary) with a value not in excess of $5,000,000;Target; and (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; other Liens securing obligations (u) subject other than Indebtedness for borrowed money, except to the terms of the Intercreditor Agreements, extent any such Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) for borrowed money consist solely of cash collateral and/or Liens on the assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is Subsidiaries) otherwise permitted hereunder not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) exceeding $1,000,000 in the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAaggregate.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c), including replacement or substitute Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(csubsection 5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes Taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7(a); (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent past due for a period of more than 90 30 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect (other than for payment of taxes, assessments or other governmental charges), provided that the enforcement of such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Credit Parties and their Subsidiaries not exceeding $10,000,000 (to judgments the existence extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of which do the potential claim and does not constitute and Event of Defaultdispute coverage); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring acquiring, constructing, repairing, replacing or improving such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 one hundred eighty (180) days after the acquisition acquisition, construction, repair, replacement or improvement thereof, (ii) such Lien attaches solely to the Property so acquired acquired, constructed, repaired, replaced or improved in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted not prohibited by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC financing statements filed under out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any lease permitted of its Subsidiaries in the Ordinary Course of Business not prohibited by this Agreement; (l) licenses, sublicenses, Liens arising from the filing of precautionary uniform commercial code financing statements with respect to any lease not prohibited by this Agreement; (m) non-exclusive licenses and sublicenses granted by a Credit Party and leases or subleases granted (by a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (mn) Liens in favor of collecting banks arising by operation of law under Section 4-210 Article 4 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (no) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business, which payments are not overdue for a period of more than thirty (30) days and no other action has been taken to enforce such Lien or which are being contested in good faith; (q) Liens securing the SCP Obligations; (r) other Liens not described above solely on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time;Foreign Subsidiaries securing Indebtedness incurred pursuant to Section 5.5(i); and (s) Liens existing on assets the Property (other than ABL Priority Collateral) of any Person at the time such Person becomes a Subsidiary acquired after the Closing Date in connection with a Permitted Acquisition so long as Acquisition; provided that (i) such Liens were Lien was not incurred created in anticipation contemplation of such Permitted Acquisition and are either Permitted Liens hereunder acquisition or encumber such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets of such Subsidiary or Property (other than the Stock, Accounts proceeds or Inventory of products thereof and accessions or additions thereto) and (iii) such Subsidiary) with a value Liens do not secure Indebtedness in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA10,000,000.

Limitation on Liens. No Loan Party shall, Borrower and no Loan Party each Guarantor agrees that it shall suffer or permit any of its Subsidiaries tonot, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“"Permitted Liens”"): (a) any Lien existing on created under the Property of a Security Documents or any other Loan Party or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)Document; (b) any Lien created usual and customary liens arising under any Loan Document; (c) Liens Oil and Gas leases for Taxes (i) which are royalty payments not delinquent yet due and payable and reciprocal liens arising under operating agreements for more than 30 days, or (ii) the non-payment of which is permitted by Section 6.07; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are joint interest xxxxxxxx not delinquent for more than 90 days or remain yet due and payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecutedproceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which with adequate reserves in accordance with GAAP set aside therefor; (c) Liens for Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 7.07 or which are being maintainedcontested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto with adequate reserves set aside therefore; (d) carrier, warehousemen, mechanic, landlord, materialmen, repairmen or other similar statutory Liens arising in the ordinary course of business which are not 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 with adequate reserves set aside therefor; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 carrierslegislation; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, exceptions to title and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, are not incurred to secure Indebtedness, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary Borrower; and (g) Liens arising solely by virtue of any Loan Party; (h) Liens on any Property acquired statutory or held by any Loan Party common law provision relating to banker's liens, rights of set-off or any Subsidiary of any Loan Party securing Indebtedness incurred similar rights and remedies as to deposit accounts or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)other funds maintained with a creditor depository institution; provided that (i) any such Lien attaches deposit account is not a dedicated cash collateral account and is not subject to such Property concurrently with or within 30 days after the acquisition thereofrestrictions against access by Borrower, (ii) Borrower maintains (subject to such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies dominion and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtednesscontrol over such account(s), provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) such deposit account is not intended by Borrower to provide cash collateral to the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAdepository institution.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Restatement Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(c5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 arising out of judgment judgments, attachments or judicial attachment liens with respect awards or securing appeal or other surety bonds relating to such judgments the existence of which do not constitute and resulting in an Event of DefaultDefault under Section 7.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 twenty (20) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting to the interest extent not interfering in any material respect with the business of the Credit Parties or title any of a lessor or sublessor to any leased Propertytheir Subsidiaries; (k) Liens arising from precautionary UCC uniform commercial code financing statements (or similar filings under applicable law) filed under any lease permitted by this Agreemententered into in the Ordinary Course of Business; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements (and any precautionary Uniform Commercial Code financing statements made in connection therewith) for the sale of goods entered into by the Parent Borrower any Credit Party or any of its their Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (q) licenses of Intellectual Property granted by the Credit Parties or any of their Subsidiaries in the Ordinary Course of Business and not interfering in any material respect with the ordinary conduct of business of the Credit Parties and their Subsidiaries; (r) other Liens securing Indebtedness of any Foreign Subsidiary incurred pursuant to Section 5.5(f); provided that (i) such Liens do not described above extend to, or encumber, property which constitutes Collateral and (ii) such Liens extend only to the property (or Equity Interests) of the Foreign Subsidiary incurring such Indebtedness; provided, however, that no consensual Liens shall be permitted to exist, directly or indirectly, on assets not any Equity Interests constituting Collateral that secure obligations Collateral, other than Indebtedness, provided that Liens granted pursuant to the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one timeCollateral Documents; (s) Liens (i) on assets advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in any Permitted Acquisition or any other Investment permitted by this Agreement to be applied against the purchase price for such Permitted Acquisition or Investment, (ii) consisting of an agreement to dispose of any property in a Subsidiary acquired permitted Disposition and (iii) on xxxxxxx money deposits of cash or Cash Equivalents made by the Credit Parties or any of their Subsidiaries in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation any letter of such Permitted Acquisition and are either Permitted Liens hereunder intent or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000;purchase agreement permitted hereunder; and (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) 5.5(j); provided such Liens are subordinated to the Liens of Agent under the Loan Documents pursuant to an intercreditor agreement in form and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) substance satisfactory to secure Indebtedness permitted by Section 7.05(j)Agent; and (wu) Liens in favor of Fulbright & Xxxxxxxx L.L.P. on the rightSAP Claims securing fees, title and interest if any, owing to Fulbright & Xxxxxxxx L.L.P. in connection with its representation of NYCIDA the Borrower with respect to the property located at 19th SAP Claims, provided such Liens are subject to an intercreditor agreement between Agent and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA.Fulbright & Xxxxxxxx L.L.P.

Limitation on Liens. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following following, in each instance solely to the extent permitted under the Subordinated Loan Agreement (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Party the Borrower or a Subsidiary of a Loan Party its Subsidiaries on the Second Amendment Restatement Effective Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7, provided that, in respect of this clause (ii), all such Liens secure claims in the aggregate at any time outstanding for Borrower and its Subsidiaries not exceeding $500,000; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments liens, provided that the existence enforcement of which do such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Borrower and its Subsidiaries not constitute and Event of Defaultexceeding $500,000; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or 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 in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Partythe Borrower and its Subsidiaries; (h) Liens on any Property acquired or held by any Loan Party the Borrower or any Subsidiary its Subsidiaries in the Ordinary Course of any Loan Party Business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 ninety (90) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC uniform commercial code financing statements filed under any lease permitted by this Agreement;; and (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Restatement Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c)5.1, including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) any Lien created under any Loan Note Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 judgment, appeal bonds or judicial attachment liens with respect to judgments the existence of which do not constitute and constituting an Event of DefaultDefault under Section 7.1(h) or (i); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreementeasements, and easementscovenants, conditions, rights-of-way, equitable servitudes, zoning and other restrictions, encroachmentsrestrictions (including covenants or conditions contained in licenses or agreements), minor defects or other irregularities in title, building codes and other laws, ordinances, regulations, rules, orders or determination of any Governmental Authority now or hereafter enacted or other governmentally established restrictions or encumbrances, and other similar encumbrances incurred in on the Ordinary Course of Business which, either individually or in the aggregate, Real Estate which do not materially detract from the value of the Property subject thereto or in any case interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring acquiring, constructing, improving, repairing or replacing such Property and permitted under Section 7.05(d5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 one hundred twenty (120) days after the acquisition acquisition, construction, improvement, repair or replacement thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such PropertyProperty (other than in respect of accrued interest, fees and expenses related to any refinancing thereof which are added to principal); (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a any Liens granted by such lessor or sublessor to any leased Propertysublessor; (k) Liens arising from the filing of precautionary UCC financing statements filed under with respect to any lease permitted by this Agreement; (l) licenses, sublicenses, licenses and sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party or subleases granted to third parties any Subsidiary of a Credit Party as lessor or sublessor) in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent Borrower Issuer or any Subsidiary of its Subsidiaries the Issuer in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (q) [reserved]; (r) other Liens not described above on assets not constituting Collateral that secure obligations cash or Cash Equivalents delivered to the provider of Rate Contracts (other than Indebtedness, provided that the aggregate outstanding amount of providers party to a First Lien Indebtedness Document) as security for the obligations secured thereby does not exceed thereunder up to an aggregate amount equal to $2,500,000 in the aggregate at any one time1,100,000; (s) Liens consisting of an agreement to sell Property which is the subject of an asset purchase agreement in connection with an asset disposition permitted by Section 5.2; (t) Liens consisting of xxxxxxx money deposits made in connection with Permitted Acquisitions or Investments permitted hereunder; (u) Liens on assets of a Subsidiary acquired in connection with pursuant to a Permitted Acquisition so long as such Liens (i) were not incurred in anticipation or contemplation of such Permitted Acquisition, (ii) do not extend to assets not subject to such Lien at the time of such Permitted Acquisition and are either (iii) would otherwise constitute Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory Stock of such Subsidiary) with a an aggregate fair market value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof1,100,000; (v) Liens on assets Property of any Foreign Subsidiaries Subsidiary that is not a Credit Party securing Indebtedness of such Foreign Subsidiary permitted under Section 5.5(m); (including Steinway w) Liens on Stock or Stock Equivalents of a Permitted Joint Venture securing obligations of such Permitted Joint Venture; (x) Liens on Real Estate securing obligations other than Indebtedness and Sonswhich are disclosed on mortgage title insurance policies delivered hereunder to Agent and the Purchasers, but only for so long as it is not a Loan Party hereundersuch Liens have been consented to by the Required Purchasers in the exercise of their good faith judgment; (y) Liens, if any, expressly permitted by Mortgages; (z) Replacement Liens on the Property subject to secure Indebtedness Liens permitted by Section 7.05(j5.1(h), 5.1(i) and 5.1(u) which do not extend to any other Property and are established in connection with renewal, extension, refinancing or refunding of Indebtedness secured thereby permitted by Section 5.5; (aa) Liens securing Indebtedness permitted under Section 5.5(f); (bb) other Liens so long as the aggregate outstanding principal amount of the Indebtedness secured thereby does not exceed $1,100,000; (cc) Liens on (i) insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 5.5(r) and (ii) deposits made in the Ordinary Course of Business to secure liabilities for premiums to insurance carriers; provided that all such Liens shall not secure any amounts in the aggregate in excess of the amount equal to six (6) months of insurance premiums; (dd) Liens consisting of initial prepayments and security deposits in connection with leases, utility services and similar transactions entered into by the 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; and (wee) the rightLiens on medical technology and/or related intellectual property in favor of any seller or vendor thereof, title and interest of NYCIDA to the property located at 19th and Steinway Place extent acquired by a Credit or its Subsidiaries pursuant to an installment or deferred purchase price arrangement between such seller or vendor (ior, in each case, any Affiliate of seller or vendor) and any Credit Party or its Subsidiaries, so long as the Guaranty Agreement, dated as aggregate outstanding principal amount of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAany Indebtedness secured thereby does not exceed $2,750,000.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan any Credit Party or a any Restricted Subsidiary of a Loan any Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date permitted by subsection 5.5(c), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 5.5, 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 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)5.5; (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent overdue for a period of more than 30 daysthirty (30) days or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (ii) the non-payment of which is permitted by Section 6.07equivalent accounting principles in the relevant local jurisdiction; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business securing obligations which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP are being maintainedor the equivalent accounting principles in the relevant local jurisdiction; (e) 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, health, disability or employee benefits, unemployment insurance and other social security laws or similar legislation or regulation or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contractcontracts, trade 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 securing judgments for the payment of judgment money (or judicial attachment liens with respect appeal or other surety bonds relating to judgments the existence of which do such judgments) not constitute and constituting an Event of DefaultDefault under Section 7.1(h); (g) any title exceptions referred to in zoning, building codes and other land use laws regulating the title insurance policies purchased use or occupancy of such Real Estate or the activities conducted thereon which are imposed by any Loan Governmental Authority having jurisdiction over such Real Estate that are not violated by the use or occupancy of such Real Estate by, or the operation and conduct of the businesses of, any Credit Party in connection with or any Restricted Subsidiary of any Credit Party, or any violation which would not have a Material Adverse Effect on the purchase businesses of Property pursuant to the Merger Agreementany Credit Party or any Restricted Subsidiary of a Credit Party; (h) easements, and easementscovenants, conditions, rights-of-way, zoning way and other restrictions, defects, encroachments, protrusions and other similar encumbrances and minor title defects or other irregularities in affecting title, matters that would be shown on a survey and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or which do not in the aggregate, do not aggregate materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses business of the Credit Parties and the Restricted Subsidiaries of any Loan Party Credit Party, taken as a whole, or any Subsidiary the use of any Loan Partythe property for its intended purpose; (hi) Liens on any Property acquired acquired, held or held improved by any Loan Credit Party or any Restricted Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring acquiring, holding or improving such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches is created within 90 days of the acquisition, construction, repair, lease or improvement of the property subject to such Property concurrently with Lien (or within 30 days after the acquisition thereofis a Lien securing a Permitted Refinancing of Indebtedness secured by Liens so created), (ii) such Lien attaches solely to the Property so acquired (except for replacements, additions and accessions to such property) in such transaction and any accession thereto the proceeds and proceeds products thereof, and the proceeds and products thereof and customary security deposits and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any Property (except for replacements, additions and accessions to such assets) other than to the principal amount Property so acquired and the proceeds and products thereof and customary security deposits; provided that individual financings of the debt secured thereby does not exceed 100% equipment provided by one lender may be cross collateralized to other financings of the cost of equipment provided by such Propertylender; (ij) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (jk) any interest or title of a lessor lessor, sublessor, licensor or sublessor sublicensor under any lease permitted or license entered into by this Agreement and matters affecting the interest Borrower or title any of a lessor or sublessor to any leased Propertyits Subsidiaries in the Ordinary Course of Business; (kl) Liens arising from precautionary UCC uniform commercial code financing statements filed under any lease permitted by this Agreementor similar filings; (lm) licensesnon-exclusive licenses and sublicenses granted by a Credit Party or any Restricted Subsidiary of a Credit Party, sublicensesand leases and subleases (by a Credit Party or any Restricted Subsidiary of a Credit Party, leases as lessor or subleases granted sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Restricted Subsidiaries; (mn) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (no) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law or under customary general terms and conditions encumbering depositsdeposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions; (op) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower any Credit Party or any Restricted Subsidiary of its Subsidiaries a Credit Party in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtednessconsisting of prepayments and security deposits in connection with leases, provided that the aggregate outstanding amount utility services and similar transactions entered into by any Credit Party or any Restricted Subsidiary of the obligations secured thereby does not exceed $2,500,000 a Credit Party in the aggregate at Ordinary Course of Business and not required or created as a result of any one timebreach of any Contractual Obligation or default in payment of any obligation; (s) Liens imposed by law or incurred pursuant to customary reservations or retentions of title (including contractual Liens in favor of sellers and suppliers of goods) incurred in the Ordinary Course of Business for sums that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings diligently prosecuted and for which adequate reserves with respect thereto are maintained on assets the books of a Subsidiary acquired the applicable Person in connection accordance with a Permitted Acquisition so long as GAAP or the equivalent accounting principles in the relevant local jurisdiction; provided, however, that in each case the obligations secured by such Liens were do not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000constitute Indebtedness; (t) ground leases Liens in favor of any escrow agent solely on and in respect of real property on which facilities owned or leased any xxxx xxxxxxx money deposits made by any Loan Credit Party in connection with any letter of intent or purchase agreement with respect to any of its Subsidiaries are locatedInvestment expressly permitted hereunder; (u) subject other Liens securing obligations in an aggregate principal amount outstanding at any time not to the terms exceed $5,000,000, in each case determined as of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereofdate of incurrence; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) deemed to secure Indebtedness exist in connection with Investments in repurchase agreements permitted by under Section 7.05(j5.4(a); and; (w) the right, title and interest Liens consisting of NYCIDA Contractual Obligations of any Credit Party to the property located at 19th and Steinway Place pursuant to sell or otherwise Dispose of Property; provided that (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDAsuch sale or disposition is permitted under Section 5.2, (ii) such Liens extend only to the PILOT Escrow AgreementProperty that is the subject of such sale or disposition and (iii) such Contractual Obligations do not constitute Indebtedness; (x) Liens for the benefit of insurance companies and insurance brokers on rights under insurance policies and proceeds thereof securing obligations permitted by subsection 5.5(h); (y) [reserved]; (z) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 5.4 to be applied against the purchase price for such Investment or other acquisition, dated and (ii) consisting of an agreement to dispose of any property in a Disposition permitted under Section 5.2, in each case, solely to the extent such Investment or other acquisition or Disposition, as the case may be, would have been permitted on the date of June 1the creation of such Lien; (aa) Liens arising out of conditional sale, 1999title retention, consignment or similar arrangements for sale of goods entered into by any Credit Party or any Restricted Subsidiary of a Credit Party in the Ordinary Course of Business; (bb) Liens encumbering customary initial deposits and among Steinwaymargin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the Ordinary Course of Business and not for speculative purposes; (cc) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks or other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Credit Party or any Restricted Subsidiary of a Credit Party to permit satisfaction of overdraft or similar obligations incurred in the NYCIDA Ordinary Course of Business of any Credit Party or any Restricted Subsidiary of a Credit Party or (iii) relating to purchase orders and other agreements entered into with customers of any Credit Party or any Restricted Subsidiary of a Credit Party in the United States Trust Company Ordinary Course of Business; (dd) 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 of a Credit Party (other than by designation as a Restricted Subsidiary pursuant to Section 4.15), in each case after the Closing Date; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary of a Credit Party, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the Lease Agreement, dated as Indebtedness secured thereby is permitted under Section 5.5(i); (ee) Liens on specific items of June 1, 1999 between Steinway inventory or other goods and the NYCIDA.proceeds thereof of any Person securing such Person’s obligations in respect of letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the Ordinary Course of Business; (ff) Liens arising under any Permitted Receivables Facility Document; (gg) deposits of cash with the owner or lessor of premises leased and operated by any Credit Party or any Restricted Subsidiary of any Credit Party to secure the performance of the Borrower’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises; and

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Restricted Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 securing Indebtedness 5.1 and any modification, replacement, renewal or extension thereof; provided that (i) such Lien does not extend to any additional property other than after-acquired property that is affixed to or incorporated into the property covered by such Lien and (ii) the amount secured or benefited thereby is not increased; provided further that, in each case, individual financings provided by one such lender or lessor (other than lessors of real property) may be cross-collateralized to other outstanding on financings provided by such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)purchase money lender or lessor (or their respective affiliates; (b) any Lien created under any Loan DocumentDocument or otherwise in favor of the Agent or any Lender or other Secured Party and securing any of the Secured Obligations; (c) Liens for Taxes Taxes, fees, assessments or other governmental charges or levies (i) which are not delinquent (after giving effect to any applicable grace period) or remain payable without penalty, (ii) which are being contested in good faith by appropriate proceedings and for more than 30 days, which adequate reserves if required in accordance with GAAP are being maintained or (iiiii) the non-payment of which is permitted by Section 6.074.7; (di) Liens in respect of property of any Credit Party or any Restricted Subsidiary of a Credit Party imposed by Requirements of Law or contract, which were incurred in the ordinary course of business and do not secure Indebtedness, and (ii) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, laborer’s or supplier’s Liens or other similar Liens arising in securing obligations and liabilities with respect to which the Ordinary Course of Business which are failure to make payment would not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings reasonably be expected to 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 maintaineda Material Adverse Effect; (e) Liens (Liens, other than any Lien Liens imposed by ERISAERISA or resulting in a Material Adverse Effect, (i) imposed by Requirements of Law; or (ii) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business, in the case of clause (i) and clause (ii), in connection with workers’ compensation, unemployment employment insurance and other social security legislation or to secure the performance of or obligations with respect to tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds bonds, completion guarantees 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 with respect to judgments the existence (other than for payment of which Taxes, assessments or other governmental charges) that do not constitute and result in an Event of DefaultDefault under Section 7.1(h) or securing appeal or other surety bonds relating to such a judgment; (g) survey exceptions and title exceptions (including, without limitation, any title exceptions referred to in the listed on a title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreementpolicy), and easements, rights-of-servitudes, covenants, licenses, encroachments, protrusions, rights of way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred and Liens securing obligations under operating reciprocal easement or similar agreements with respect to Real Estate which do not, in the Ordinary Course of Business whichany case, either individually or in the aggregate, do not materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan the applicable Credit Party or any Subsidiary of any Loan PartyRestricted Subsidiary; (h) Liens on any Property acquired or held by any Loan Credit Party or any Restricted Subsidiary of any Loan Party securing Indebtedness (and Permitted Refinancings of such Indebtedness) incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring acquiring, repairing, improving, installing or designing such Property and permitted under Section 7.05(d5.5(d), Section 5.5(j) or, subject to the limitations on such Liens set forth therein, Section 5.5(v); provided that (i) any such Lien attaches to such Property concurrently with or within 30 270 days after the acquisition thereofsuch incurrence or assumption, (ii) such Lien attaches solely to the Property so acquired in such transaction acquired, repaired, improved, subject to installation or designed and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby (excluding any increase in principal as a result of interest paid in kind and capitalized interest) does not exceed 100% of the cost of such Property; provided that, in each case, individual financings provided by one such lender or lessor (other than lessors of real property) may be cross-collateralized to other outstanding financings provided by such purchase money lender or lessor (or their respective affiliates); (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d5.5(d) or, subject to the limitations on such Liens set forth therein, Section 5.5(v); (j) any interest or title of a lessor lessor, sublessor, licensor or sublessor sublicensor under any lease lease, sublease, license or sublicense permitted by this Agreement and matters affecting all encumbrances and Liens on the interest or title of a any lessor or sublessor to any leased Propertythereof; (k) Liens arising from the filing of precautionary UCC financing statements filed under with respect to any lease lease, license, sublease or sublicense permitted by this AgreementAgreement or any consignment of goods; (l) licenseslicenses and sublicenses (or grant of any other right with respect to Intellectual Property) granted by a Credit Party or any Restricted Subsidiary in the ordinary course of business, sublicenses, and leases or subleases granted (by a Credit Party or any Restricted Subsidiary as lessor or sublessor) to third parties parties, in each case that, in the Ordinary Course reasonable business judgment of Business such Credit Party or Restricted Subsidiary, is not materially interfering in any material respect with the business of the Loan Credit Parties or any of their Restricted Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCClaw; (n) Liens (including the right of set-off) in favor of a bank or other depository institution (i) arising as a matter of law or pursuant to customary deposit account agreements and other similar agreements, in each case, encumbering deposits, (ii) on cash deposits to secure ACH/EDI transactions in the ordinary course of business and (iii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business; (o) Liens arising out of consignment consignment, conditional sale, title retention or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course ordinary course of Businessbusiness; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course goods; (q) Liens arising under applicable Requirements of BusinessLaw that are unregistered and secure amounts that are not yet delinquent; (r) other Liens not described above consisting of an agreement to dispose of any property in a disposition permitted by Section 5.2, solely to the extent such permitted disposition would have been permitted on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount date of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one timecreation of such Lien; (s) Liens on assets the Stock of any joint venture entity in the form of a Subsidiary acquired transfer restriction, purchase option, call or similar right in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000third party joint venture; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Credit Party or any of its Subsidiaries Restricted Subsidiary are located; (u) Liens on insurance proceeds and the unearned portion of insurance premiums incurred in the ordinary course of business in connection with the financing of insurance premiums; (v) security given to a public or private utility incurred in the ordinary course of business; (w) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property; (x) Liens consisting of xxxxxxx money deposits of cash or Cash Equivalents made by any Credit Party or any Restricted Subsidiary in connection with any letter of intent or purchase agreement with respect to an Acquisition or other Investment or other transition permitted hereunder; (y) Liens consisting of customary security deposits under operating leases entered into by the Borrowers or their Restricted Subsidiaries in the ordinary course of business; (z) Liens on property of a Person existing at the time such Person is acquired in an Acquisition or other Investment permitted hereunder or merged with or into or consolidated or amalgamated with the Borrowers or any of their Restricted Subsidiaries (and not created in anticipation or contemplation thereof) in a transaction permitted under this Agreement, and any modification, replacement, renewal or extension thereof; provided that such Liens do not extend to property not subject to such Liens at the time of such Acquisition, Investment, merger, consolidated or amalgamation (other than improvements thereon); (aa) Liens on, or rights of set-off against, credit balances (or other amounts owing by such credit or debit card issuers or credit or debit card processors to any) of the Credit Parties or any of their Restricted Subsidiaries in favor of credit or debit card issuers or credit or debit card processors in the ordinary course of business to secure the obligations of the Credit Parties or any of their Restricted Subsidiaries to such credit or debit card issuers and credit or debit card processors as a result of fees or chargebacks; (bb) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and any Permitted Refinancing of any of the foregoing; provided that (x) any such Liens securing any Permitted Refinancing in respect of Permitted Pari Passu Secured Refinancing Debt are subject to the terms Pari Passu Intercreditor Agreement and (y) any such Liens securing any Permitted Refinancing in respect of Permitted Junior Secured Refinancing Debt are subject to a Permitted Refinancing Intercreditor Agreement; (cc) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers in the ordinary course of business; (dd) Liens on the assets of Non-Credit Parties that secure Indebtedness permitted pursuant to Section 5.5(s) or, subject to the limitations on such Liens set forth therein, Section 5.5(w) (and related obligations); (ee) Liens securing Indebtedness or other obligations in an aggregate amount not exceeding the greater of (x) $10,000,000 and (y) 15.0% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the Intercreditor Agreements, relevant transaction) at any time outstanding; (ff) Liens securing Indebtedness permitted by Section 5.5(t) so long as the relevant primary Indebtedness is also secured by Liens otherwise constituting Permitted Liens; (gg) Liens on Collateral securing the obligations under the ABL Documents subject to the ABL Intercreditor Agreement; (hh) Liens on assets disposed (or purported to have been disposed) in a Permitted Sale-Leaseback Transaction in accordance with Section 7.05(g5.2(p); (ii) Liens granted by a Non-Credit Party in favor of any Credit Party; and (jj) Liens on the Collateral that are pari passu with, or junior to, the Liens securing the Secured Obligations, which Liens secure Incremental Equivalent Debt permitted by, and incurred in accordance with, Section 5.5(ff), and any Permitted Refinancing thereof; (vkk) Liens on assets of Foreign Subsidiaries (including Steinway cash and Sons, but only for so long as it is not a Loan Party hereunder) to Cash Equivalents that secure Indebtedness permitted by Section 7.05(j)incurred for letters of credit, bank guarantees or back acceptances (provided that none of the foregoing shall be incurred under or pursuant to any ABL Facility) not exceeding the greater of (x) $1,000,000 and (y) 1.5% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) at any time outstanding; and (wll) Liens in favor of Duke Energy consisting of Duke Energy’s purchase option of the right, title Xxxxxxx Property and interest Brickhaven Property contained in Section 7.3 of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) Riverbend/Xxxxxx Contract as in effect on the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAClosing Date.

Limitation on Liens. No Each Loan Party shallwill not, and no Loan Party shall suffer or will not permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon any property or with respect to assets of any part kind (real or personal, tangible or intangible) of any such Person (including its PropertyCapital Stock), whether now owned or hereafter acquired, other than except for the following Liens (collectively, “Permitted Liens”): (a) any Lien existing on Liens securing payment of the Property Secured Obligations; (i) Liens securing pension obligations that arise in the Ordinary Course of a Loan Party Business and (ii) pledges and deposits made in the Ordinary Course of Business (A) in connection with workers’ compensation, health, disability or a Subsidiary other employee benefits, unemployment insurance and other social security laws or regulations (excluding Liens arising under ERISA), property, casualty or liability insurance or premiums related thereto or self-insurance obligations or (B) to secure letters of a Loan Party on the Second Amendment Effective Date and credit, bank guarantees or similar instruments posted to support payment of items set forth in Schedule 7.01 securing Indebtedness outstanding on the foregoing clause (i); provided that such date and permitted by letters of credit, bank guarantees or instruments are issued in compliance with Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c); (b) any Lien created under any Loan Document9.01; (c) Liens for Taxes (i) which are existing as of the Closing Date and listed on Schedule 9.02, securing Indebtedness permitted under Section 9.01(c); provided, that no such Lien shall encumber any additional property not delinquent for more than 30 days, or (ii) encumbered as of the non-payment of which is permitted by Section 6.07Closing Date; (d) Liens securing Indebtedness of the type permitted under Section 9.01(e); provided, that (i) such Lien is granted within one hundred twenty (120) days after such Indebtedness is incurred, and (ii) such Lien secures only the assets that are the subject of the Indebtedness referred to in Section 9.01(e) (other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to the terms existing at the time of such acquisition); (e) Liens arising by operation of law in favor of carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising materialmen and landlords incurred in the Ordinary Course of Business which are for amounts not delinquent for more than 90 days yet overdue or remain payable without penalty or which are being diligently contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves shall have been established on its books, which reserves shall be in accordance conformity with GAAP are being maintainedGAAP, consistently applied; (ef) Liens (other than any Lien imposed by ERISA) consisting of pledges incurred or deposits required made in the Ordinary Course of Business in connection with workers’ worker’s compensation, unemployment insurance and or other social security legislation forms of governmental insurance or benefits, or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and leases or other similar obligations (exclusive of obligations other than for the payment of borrowed money) entered into in the Ordinary Course of Business or to secure liability to insurance carriers; (f) Liens consisting of judgment obligations on surety, appeal or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Defaultperformance bonds; (g) any title exceptions referred judgment Liens with respect to which execution has been stayed or the payment of which is covered in the title full by insurance policies purchased by any Loan Party maintained with responsible insurance companies, or which judgment Liens do not result in connection with the purchase an Event of Property pursuant to the Merger Agreement, and Default under Section 10.01(i); (h) recorded or unrecorded easements, rights-of-way, covenants, conditions, restrictions, licenses, reservations, zoning restrictions, and other restrictionscharges, encroachmentsencumbrances, minor defects defects, imperfections or other irregularities in title, title of any kind and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, that do not materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct value or current use of the businesses of property to which such Lien is attached, all Liens, encumbrances and other matters disclosed in any Loan Party or any Subsidiary of any Loan Party; (h) Liens on any title policy with respect to Real Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part issued as of the cost of acquiring such Property and permitted under Section 7.05(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereofClosing Date, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto other title and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Propertysurvey exceptions reasonably approved by Administrative Agent; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d)for Taxes, assessments or other governmental charges or levies not yet due and payable, or that are being diligently contested in good faith by appropriate proceedings where the execution or enforcement of such Lien has been stayed and for which adequate reserves shall have been established on its books, which reserves shall be in conformity with GAAP, consistently applied; (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business by virtue of any contractual, statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, provided the applicable provisions of Section 8.14 have been complied with in respect of such deposit or securities accounts; (k) leases, licenses, subleases or sublicenses (other than with respect to licenses or sublicenses of any technology or other IP Rights made on an exclusive basis) (i) existing on the date hereof, (ii) entered into by any such Loan Party or Subsidiary in the Ordinary Course of Business and not interfering in any material respect with the business of the Loan Parties and in their respective Subsidiaries, or (iii) between or among the Loan Parties (or between or among any Subsidiaries that are not Loan Parties); (l) any interest or title of their Subsidiariesa lessor, licensor, sublessor or sublicensor under any lease, license or sublease entered into by any such Loan Party or Subsidiary (i) prior to the date hereof, or (ii) in the Ordinary Course of Business, in each case, covering only the assets so leased, subleased, licensed or sublicensed; (m) Liens in favor of collecting banks sellers of goods to such Person arising by operation of law under Section 4-210 Article II of the UCC or, with respect to collecting banks located or similar provisions of Applicable Law in the State Ordinary Course of New YorkBusiness, under Section 4-208 covering only the goods sold or securing only the unpaid purchase price of such goods and related expenses to the UCCextent such Indebtedness is permitted hereunder; (n) Liens (including on insurance policies and the right proceeds thereof securing the financing of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering depositspremiums with respect thereto, to the extent permitted under Section 9.01(h); (o) Liens arising out precautionary Uniform Commercial Code filings made by a lessor pursuant to an operating lease of consignment or similar arrangements for the sale of goods a Loan Party entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation securing the performance of, or granted in lieu of, contracts with trade creditors, contracts (other than in respect of law or contract on insurance policies debt for borrowed money), leases, bids, statutory obligations, customs, surety, stay, appeal and proceeds thereof performance bonds, performance and completion guarantees and other obligations of a like nature (including those to secure premiums payable thereunderhealth, safety and environmental obligations), in each case, incurred in the Ordinary Course of Business or consistent with industry practice and deposits securing letters of credit, bank guarantees or similar instruments posted to support payment of the items set forth in this clause (p); provided that such letters of credit, bank guarantees or similar instruments are issued in compliance with Section 9.01; (q) Liens (i) of a collection bank arising under Section 4–208 of the UCC or other similar provisions of Applicable Laws on items in the course of collection, (ii) in favor of a banking institution arising as a matter of law encumbering deposits or other funds maintained with financial institutions (including the right of set–off), (iii) arising in connection with pooled deposit or sweep accounts, cash netting, deposit accounts or similar arrangements of the Borrower or its Subsidiaries and consisting of the right to apply the funds held therein to satisfy overdraft or similar obligations incurred in the Ordinary Course of Business of such Person, (iv) encumbering reasonable customary initial deposits and margin deposits and (v) granted in the Ordinary Course of Business by the Borrower or its Subsidiaries to any bank with whom it maintains accounts to the extent required by the relevant bank’s (or custodian’s or trustee’s, as applicable) standard terms and conditions, in each case, which are within the general parameters customary in the banking industry; (r) Liens (i) in favor of customs and revenue authorities arising as a matter of law which in the Ordinary Course of Business to secure payment of customs duties that (a) are not overdue by more than thirty (30) days or, if more than thirty (30) days overdue, are being contested in connection a manner consistent with Section 8.04 or (b) with respect to which the importation failure to make payment could not reasonably be expected to have a Material Adverse Effect and (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the Ordinary Course of Business; (rs) Liens in respect of an agreement to dispose of any asset or any Subsidiary, to the extent such disposal is permitted by Section 6.04 and such Liens apply only to the assets or the Subsidiary to be disposed of; (t) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that with respect to which the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate 10,000,000 at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as time outstanding; provided, that if such Liens were not Lien secures Funded Debt, such Lien shall only secure Indebtedness incurred in anticipation of such Permitted Acquisition pursuant to, and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreementsof, Liens securing Indebtedness permitted under Section 7.05(gSections 9.01(w) and any Permitted Refinancing thereof; or (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(jx); and (wu) the rightLiens, title and interest of NYCIDA existing solely on or prior to the property located at 19th and Steinway Place Closing Date, securing Indebtedness incurred pursuant to (i) the Guaranty AgreementSection 9.01(y). ;provided, dated as of June 1that, 1999 from Steinway and notwithstanding anything to the NYCIDAcontrary in this Section 9.02, no Loan Party nor any of its Subsidiaries, may directly or indirectly, create, incur, assume or suffer to exist any Lien (iiother than the Liens securing the Secured Obligations, Liens between or among Loan Parties and Liens permitted by Sections 9.02(g) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii9.02(i)) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAupon any Key IP.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(c5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) (i) any Lien created under any Loan DocumentDocument and (ii) Liens under the Second Lien Loan Documents (including the Second Lien Incremental Term Loans thereunder to the extent the Indebtedness in respect thereof is permitted by Section 5.5(g)); (c) Liens for Taxes or other governmental fees, assessments or charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory or regulatory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance performance, surety 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 with respect to judgments (other than for payment of Taxes), provided that the existence enforcement of which such Liens is effectively stayed and such Liens arise from judgments, orders, decrees or arbitration awards that in each case, individually or in the aggregate, do not constitute and an Event of DefaultDefault under Sections 7.1(h) or 7.1(i); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, minor encroachments, minor non-material defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or 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 in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 twenty (20) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d5.5(d); (j) any interest or title of a lessor or sublessor or licensor or sublicensor under any lease permitted or license not prohibited by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from the filing of precautionary UCC uniform commercial code financing statements filed under with respect to any lease permitted by this Agreement; (l) licenses, sublicenses, non-exclusive licenses and sublicenses (including non-exclusive licenses of Intellectual Property) and licenses of Intellectual Property granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party or subleases granted any Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not materially interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (p) Liens in respect of any xxxx xxxxxxx money deposits made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement with respect to any Investment or acquisition of Real Property permitted hereunder; (q) Liens for the benefit of insurance companies and insurance brokers on rights under insurance policies and proceeds thereof securing obligations permitted by Section 5.5(l); (r) Liens on property or assets acquired pursuant to an Acquisition (including any Permitted Acquisition) or on property or assets of a Subsidiary of the Borrower in existence at the time such Subsidiary is acquired pursuant to an Acquisition (including a Permitted Acquisition); provided that (i) any Indebtedness secured by such Liens is permitted to exist under Section 5.5(i) and (ii) such Liens are not all assets or blanket liens and are not incurred in connection with, or in contemplation or anticipation of, such Acquisition and do not attach to any other Liens not described above on assets not constituting Collateral that secure obligations asset of Holdings or any of its Subsidiaries other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one timeproceeds thereof; (s) Liens on assets arising out of a consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary acquired of the Borrower in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation the Ordinary Course of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000Business; (t) ground leases Liens on Property (and only such Property), only to the extent such Lien constitutes the agreement to convey such Property pursuant to such asset purchase agreement or arises in respect favor of real property on the buyer of such Property under Article 2 of the UCC, which facilities owned or leased by any Loan is the subject of a proposed asset disposition permitted hereunder, which Liens secure the obligation of a Credit Party or any Subsidiary of its Subsidiaries are located;a Credit Party under the relevant asset purchase agreement; and (u) subject to the terms of the Intercreditor Agreements, other Liens not specifically listed above securing Indebtedness permitted under Section 7.05(g) and obligations in an aggregate principal amount outstanding that does not at any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAone time exceed $2,500,000.

Limitation on Liens. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“"Permitted Liens”"): (a) any Lien existing on property of the Property of a Loan Party Company or a any Subsidiary of a Loan Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)date; (b) any Lien created Liens for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the extent that non-payment thereof is permitted by Section 6.07; provided that no notice of lien has been filed or recorded under any Loan Documentthe Code; (c) Liens for Taxes (i) which are not delinquent for more than 30 days, or (ii) the non-payment of which is permitted by Section 6.07; (d) carriers’', warehousemen’s's, mechanics’', landlords’', materialmen’s's, repairmen’s 's or other similar Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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;faith (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation legislation; (e) Liens on the property of the Company or to secure its Subsidiary securing (i) the non-delinquent performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, stay, customs (ii) contingent obligations on surety and appeals appeal bonds, bidsand (iii) other non-delinquent obligations of a like nature; in each case, leases, governmental contract, trade contracts, performance and return incurred in the ordinary course of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriersbusiness; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary the Company and its Subsidiaries; (g) Liens securing obligations in respect of any Loan Partyimport letters of credit incurred by the Company in the ordinary course of its business; (h) Liens on any Property acquired or held arising solely by any Loan Party or any Subsidiary virtue of any Loan Party securing Indebtedness incurred statutory or assumed for the purpose common law provision relating to banker's liens, rights of financing (set-off or refinancing) all similar rights and remedies as to deposit accounts or any part of the cost of acquiring such Property and permitted under Section 7.05(d)other funds maintained with a creditor depository institution; provided that (i) any such Lien attaches deposit account is not a dedicated cash collateral account and is not subject to such Property concurrently with or within 30 days after restrictions against access by the acquisition thereofCompany in excess of those set forth by regulations promulgated by the FRB, and (ii) such Lien attaches solely deposit account is not intended by the Company or any Subsidiary to provide collateral to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property;depository institution; and (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest on the property or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a corporation which becomes a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than after the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens date hereof securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j7.05(e); and , provided that (w1) such Liens existing at the righttime such corporation became a Subsidiary and were not created in anticipation of the Acquisition, title (2) any such Lien does not by its terms cover any type of property or assets after the time such Person becomes a Subsidiary which were not of a type covered immediately prior thereto, and interest of NYCIDA (3) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated existing time as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAsuch Person becomes a Subsidiary.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Restricted Subsidiary of a Loan Credit Party on the Second Amendment Effective Date and set forth in Schedule 7.01 6.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(c6.5(b), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c6.5(b); (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 days, past due or (ii) remain payable without penalty or the non-payment of which is permitted by Section 6.075.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments (other than for payment of Taxes), provided that the enforcement of such Liens is effectively stayed and the existence of which do such judgment does not constitute and an Event of DefaultDefault under Section 8.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Restricted Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Restricted Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d6.5(c); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, thereof and (iiiii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d6.5(c); (j) any interest or title of a lessor or sublessor under any lease permitted not prohibited by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from the filing of precautionary UCC uniform commercial code financing statements filed under with respect to any lease permitted not prohibited by this Agreement; (l) licenses, sublicenses, non-exclusive licenses and sublicenses granted by a Credit Party or any Restricted Subsidiary of a Credit Party and leases and subleases (by a Credit Party or subleases granted any Restricted Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or their Restricted Subsidiaries in any of their Subsidiariesmaterial respect; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any Restricted Subsidiary of its Subsidiaries the Borrower in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (q) Liens on Property acquired pursuant to a Permitted Acquisition, or on Property of a Restricted Subsidiary of a Credit Party (other than Holdings) in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition in each instance, other than Accounts, Inventory, deposit accounts and cash on deposit therein; provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 6.5(f), and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any Property of any other Credit Party or any other Restricted Subsidiaries; (r) other Liens consisting of xxxxxxx money deposits made in connection with any letter of intent or purchase agreement with respect to a transaction permitted hereunder, in an aggregate amount not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount in excess of the obligations secured thereby does not exceed $2,500,000 in the aggregate 2,000,000 at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than unearned insurance premiums securing the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject financing thereof to the terms of the Intercreditor Agreements, Liens securing Indebtedness extent permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j6.5(h); and (wt) other Liens that do not, individually or in the rightaggregate, title and interest secure obligations in excess of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated greater of $2,500,000 or 5% of Consolidated Adjusted EBITDA as of June 1most recently ended Test Period, 1999 from Steinway to at any one time in the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAaggregate.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c)5.1, including replacement Liens on the Property currently subject to such Liens securing Liens; provided, that any such replacement Lien does not secure an aggregate principal amount of Indebtedness, if any, greater than that secured on the Closing Date plus undrawn commitments thereunder in effect on the Closing Date, accrued and unpaid interest thereon and fees and premiums payable in connection with a Permitted Refinancing of the Indebtedness permitted secured by Section 7.05(c)such Lien; (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 days, past due or remain payable without penalty or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, construction, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days past due or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) Liens (other than any Lien imposed by ERISAERISA or applicable Canadian pensions and benefits legislation) consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments the existence (other than for payment of which do taxes, assessments or other governmental charges) not constitute and resulting in an Event of Default; provided, that the enforcement of such Liens is effectively stayed, is being contested in good faith and by appropriate proceedings diligently pursued and for which adequate reserves in accordance with GAAP are being maintained; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, which do not secure Indebtedness for borrowed money, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property (other than Collateral) acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided provided, that (i) any such Lien attaches to such Property concurrently with or within 30 ninety (90) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, thereof and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted non-exclusive licenses and sublicenses granted by this Agreement; (l) licenses, sublicenses, a Credit Party and leases or subleases granted (by a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (ml) Liens in favor of collecting banks located in the United States arising by operation of law under Section 4-210 of the UCC Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (nm) Liens (including the right of set-off) in favor of a bank or other depository institution arising as encumbering deposits and Liens in favor of a matter securities intermediary encumbering financial assets credited to a securities account; provided, that the applicable securities intermediary shall have agreed in favor of law encumbering depositsAgent pursuant to a then effective Control Agreement to subordinate its Lien in favor of the Liens granted to Agent under the Collateral Documents; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (qn) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (ro) other Liens not described above on assets not constituting Collateral that secure obligations acquired in a Permitted Acquisition or on Property of a Person (in each case, other than IndebtednessCollateral or any Property to become Collateral in connection with any such Permitted Acquisition) existing at the time such Person is acquired or merged with or into or amalgamated or consolidated with any Credit Party or a Subsidiary of a Credit Party to the extent otherwise permitted hereunder or such Liens are acquired (and not created in anticipation or contemplation thereof); provided, provided that (i) such Liens do not extend to Property not subject to such Liens at the time of acquisition (other than improvements thereon and proceeds thereof) and are no more favorable to the lienholders than such existing Lien and (ii) the aggregate outstanding principal amount of the obligations Indebtedness secured thereby by such Liens does not exceed $2,500,000 100,000,000 at any time outstanding; (p) the filing of UCC or PPSA financing statements (or the equivalent in other jurisdictions) solely as a precautionary measure in connection with operating leases or consignment of goods; (q) any encumbrance or restriction (including put and call agreements) solely in respect of the Stock of any joint venture that is not a Credit Party, contained in such joint venture’s Organization Documents or the joint venture agreement or stockholders agreement in respect of such joint venture; (r) Liens securing the refinancing of Indebtedness secured by any Lien permitted by clauses (a), (h) or (i) of this Section 5.1 or this clause (r) without any change in the aggregate at any one timeassets subject to such Lien and to the extent such refinanced Indebtedness is permitted by Section 5.5; (s) Liens on assets not otherwise permitted by clauses (a) through (q) of a Subsidiary acquired this Section 5.1 to the extent attaching to Property not constituting Collateral and with an aggregate fair market value not in connection excess of, and securing liabilities not in excess of (i) $10,000,000 at any time outstanding with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition respect to the EINA Borrowers and are either Permitted Liens hereunder or encumber assets of such Subsidiary their Subsidiaries (other than the StockCamrose Borrowers and their Subsidiaries), Accounts or Inventory of such Subsidiary(ii) $10,000,000 at any time outstanding with a value not in excess of respect to the EICA Borrowers and their Subsidiaries and (iii) $5,000,000;5,000,000 at any time outstanding with respect to the Camrose Borrowers and their Subsidiaries; and (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreementsextent constituting Liens, Liens securing Indebtedness rights under purchase and sale agreements with respect to Stock permitted to be sold in dispositions permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA5.2.

Limitation on Liens. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, createCreate, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, assets or revenues, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):than: (a) any Lien existing on the Property of a Loan Party or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 daystaxes, or (ii) the non-payment of which is permitted by Section 6.07; (d) carriers’assessments, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s fees or other similar Liens arising in the Ordinary Course of Business which are governmental charges not delinquent for more than 90 days or remain payable without penalty yet due or which are being contested in good faith and by appropriate proceedings diligently prosecutedor other appropriate actions, which proceedings have provided that adequate reserves with respect thereto are maintained on the effect of preventing the forfeiture or sale books of the Property subject thereto and for which adequate reserves Company or its Subsidiaries, as the case may be, in accordance conformity with GAAP are being maintainedGAAP; (eb) statutory liens of landlords, carriers', warehouseman's, mechanics', materialmen's, repairmen's, or other like Liens arising in the ordinary course of business and not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings or other appropriate actions; (other than any Lien imposed by ERISAc) consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ ' compensation, unemployment insurance and other social security legislation or legislation; (d) deposits to secure the performance of tenders, bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, stay, customs surety and appeals appeal bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of a like nature incurred in the ordinary course of business or deposits incurred in connection with other obligations for to the payment of borrowed money) or to secure liability to insurance carriersextent such other obligations are covered by insurance; (fe) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute easements, (including, without limitation, reciprocal easement agreements and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easementsutility agreements), rights-of-way, zoning and other restrictionscovenants, consents, reservations, encroachments, minor defects or other irregularities in title, variations and other similar restrictions, charges or encumbrances incurred in the Ordinary Course of Business which(whether or not recorded) affecting real or personal property, either which individually or in the aggregate, aggregate do not materially detract from or are not reasonably likely to have a material adverse effect on the value conduct by the Company and its Subsidiaries of their businesses taken as a whole; (f) Liens in existence on the First Closing Date listed on Schedule 6.2 securing Indebtedness permitted by subsection 6.1, provided that no such Lien is spread to cover any additional property (other than the proceeds thereof) after the First Closing Date and that the principal amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Property subject thereto or interfere Company and its Subsidiaries permitted by subsection 6.1(c) in any material respect with the ordinary conduct of the businesses deferred acquisition price of property, provided that (i) such Liens shall be created not later than (A) 180 days after the acquisition of such property in the case of land or improvements, and (B) 45 days after the acquisition of other property, (ii) such Liens do not at any Loan Party or time encumber any Subsidiary property other than the property financed by such Indebtedness and the proceeds of such property so financed, (iii) the principal amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any Loan Partysuch Lien shall at no time exceed the original acquisition price of such property; (h) Liens on any Property acquired the property or held by any Loan Party or any assets of a corporation which becomes a Subsidiary of any Loan Party after the First Closing Date securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dby subsection 6.1(e); , provided that (i) any such Lien attaches to Liens existed at the time such Property concurrently with or within 30 days after the acquisition corporation became a Subsidiary and were not created in anticipation thereof, (ii) no such Lien attaches solely is spread to cover any property or assets of such corporation after the Property so acquired in time such transaction and any accession thereto and corporation becomes a Subsidiary (other than proceeds thereofof the property or assets which were the original subjects of such Lien), and (iii) the principal amount of the debt Indebtedness secured thereby does is not exceed 100% of the cost of increased after such Propertytime; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d)existing on property or assets prior to the acquisition thereof by the Company or any Subsidiary, provided that (i) such Liens were not created in anticipation thereof, (ii) no such Lien is spread to cover any additional property (other than the proceeds of the property or assets which were the original subject of such Lien) and (iii) the principal amount of Indebtedness secured thereby is not increased; (j) Liens arising out of the refinancing, extension, renewal, refunding or replacement of any interest or title of a lessor or sublessor under Indebtedness secured by any lease Lien permitted by any of the other clauses of this Agreement subsection, provided that (i) no such Lien is spread to cover any additional property (other than the proceeds of the property which was the original subject of such Lien) and matters affecting (ii) the interest or title principal amount of a lessor or sublessor to any leased PropertyIndebtedness secured thereby is not increased; (k) Liens arising from precautionary UCC financing statements filed under pursuant to any lease permitted order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by this Agreementappropriate proceedings or other appropriate action; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties securing reimbursement obligations in connection with trade letters of credit issued on behalf of the importation of goods Company or any Subsidiary in the Ordinary Course ordinary course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtednessits business, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject attach solely to the terms goods the acquisition of which is financed by such letter of credit and to the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing proceeds thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien (i) existing on the Property of a Loan Credit Party or a Restricted Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(c5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c), or (ii) securing Indebtedness permitted under Section 5.5(b), so long as such Liens are subject to the terms of the Intercreditor Agreement; (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar statutory Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments the existence of which do not constitute and constituting an Event of DefaultDefault under Section 7.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-rights of way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or 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 in any material respect with the ordinary use and conduct of the businesses of any Loan Credit Party or any Restricted Subsidiary of any Loan PartyCredit Party on such Property; (h) Liens on any Property acquired or held by any Loan Credit Party or any Restricted Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 thirty (30) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC uniform commercial code financing statements filed under any lease permitted by this Agreement; (lk) licensesleases, sublicensessubleases or licenses (by a Credit Party or any Restricted Subsidiary of a Credit Party as lessor, leases sublessor or subleases granted licensor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Restricted Subsidiaries; (ml) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (nm) Liens (i) (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering depositsdeposits or (ii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (on) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent any Borrower or any Restricted Subsidiary of its Subsidiaries any Borrower in the Ordinary Course of Business; (po) Liens arising in connection with the Permitted Sale/Leaseback Transactions; (p) rights reserved to or vested in any Governmental Authority by operation the terms of law any right, power, franchise, grant, license or contract on insurance policies and proceeds thereof permit, or by any provision of law, to secure premiums payable thereunderrevoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (q) Liens existing on any Property prior to the acquisition thereof by any Credit Party or any of its Restricted Subsidiaries or existing on any Property of any Person that becomes a Credit Party or Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Credit Party or Restricted Subsidiary; provided, that (i) such Liens are not created in contemplation of or in connection with such acquisition or such Person becoming a Credit Party or Restricted Subsidiary, as applicable, (ii) such Liens shall not apply to any other Property of such Credit Party or any of its other Restricted Subsidiaries, (iii) such Liens shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Credit Party or Restricted Subsidiary, as applicable, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof, and (iv) the debt secured by such Lien is debt permitted under Section 5.5(g) hereof; (r) other Liens securing liabilities in an aggregate amount, together with Indebtedness subject to Liens permitted under Section 5.1(t), not to exceed the greater of (a) $10,000,000 and (b) 5.0% of Partnership’s Consolidated Net Tangible Assets at the time of such incurrence; (s) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (st) Liens on assets and pledges of a the equity interests of any Unrestricted Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation or any Joint Venture owned by any Credit Party to the extent securing Non-Recourse Debt or other Indebtedness of such Permitted Acquisition Unrestricted Subsidiary or Joint Venture, in an aggregate amount, together with Indebtedness subject to Liens permitted under Section 5.1(r), not to exceed the greater of (a) $10,000,000 and are either Permitted Liens hereunder or encumber assets (b) 5.0% of Partnership’s Consolidated Net Tangible Assets at the time of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are locatedincurrence; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted any insurance premium financing under Section 7.05(g) customary terms and conditions, provided that no such Lien may extend to or cover any assets or property other than the insurance being acquired with such financing, the proceeds thereof and any Permitted Refinancing thereofunearned or refunded insurance premiums related thereto; (v) Liens solely on assets any xxxx xxxxxxx money deposits made by Partnership or any of Foreign its Restricted Subsidiaries (including Steinway and Sons, but only for so long as it is in connection with any letter of intent or purchase agreement specifically related to a transaction not a Loan Party hereunder) to secure Indebtedness permitted prohibited by Section 7.05(j)this Agreement; and (w) Liens permitted by the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June November 1, 1999 0000, xxxxxxx Xxxxxxxx Xxxxxxxx Gas Company, d/b/a Nicor Gas Company and Rentech Nitrogen, LLC (formerly known Rentech Energy Midwest Corporation), as such agreement may be amended, restated, modified, supplemented and/or replaced from Steinway time to time; provided that any such amendment is not materially more disadvantageous to the NYCIDA, (ii) Credit Parties and their Restricted Subsidiaries than the PILOT Escrow agreement in effect on the date of this Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Restricted Subsidiary of a Loan Credit Party on the Second SecondFourth Amendment Effective Date and set forth in Schedule 7.01 6.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(c6.5(b), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c6.5(b); (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 days, past due or (ii) remain payable without penalty or the non-payment of which is permitted by Section 6.075.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments (other than for payment of Taxes), provided that the enforcement of such Liens is effectively stayed and the existence of which do such judgment does not constitute and an Event of DefaultDefault under Section 8.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Restricted Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Restricted Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d6.5(c); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, thereof and (iiiii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d6.5(c); (j) any interest or title of a lessor or sublessor under any lease permitted not prohibited by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from the filing of precautionary UCC uniform commercial code financing statements filed under with respect to any lease permitted not prohibited by this Agreement; (l) licenses, sublicenses, non-exclusive licenses and sublicenses granted by a Credit Party or any Restricted Subsidiary of a Credit Party and leases and subleases (by a Credit Party or subleases granted any Restricted Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or their Restricted Subsidiaries in any of their Subsidiariesmaterial respect; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any Restricted Subsidiary of its Subsidiaries the Borrower in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (q) Liens on Property acquired pursuant to a Permitted Acquisition, or on Property of a Restricted Subsidiary of a Credit Party (other than Holdings) in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition in each instance, other than Accounts, Inventory, deposit accounts and cash on deposit therein; provided that (i) any Indebtedness that is secured by such Liens is permitted to exist under Section 6.5(f), and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any Property of any other Credit Party or any other Restricted Subsidiaries; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount consisting of the obligations secured thereby does not exceed $2,500,000 xxxxxxx money deposits made in the aggregate at connection with any one timeletter of intent or purchase agreement with respect to a transaction permitted hereunder; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than unearned insurance premiums securing the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject financing thereof to the terms of the Intercreditor Agreements, Liens securing Indebtedness extent permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j6.5(h); and (wt) other Liens that do not, individually or in the rightaggregate, title and interest secure obligations in excess of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated greater of $8,500,00017,500,000 or 10% of Consolidated Adjusted EBITDA as of June 1the most recently ended Test Period, 1999 from Steinway to at any one time in the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAaggregate.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Restricted Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(csubsection 5.5(c); (b) any Lien created under any Loan DocumentDocument in favor of the Secured Parties Securing the Obligations; (c) Liens for Taxes Taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days past due or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments the existence (other than for payment of which do taxes, assessments or other governmental charges) not constitute and constituting an Event of DefaultDefault under subsection 7.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-rights of way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or 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 in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Restricted Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d) and 5.5(n); provided provided, that (iA) any such Lien attaches to such Property Liens attach concurrently with or within 30 one hundred eighty (180) days after completion of the acquisition thereofacquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (iiB) such Lien attaches solely Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the Property so acquired in such transaction proceeds and any accession thereto the products thereof and proceeds thereof, customary security deposits and (iiiC) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the principal amount of assets subject to, or acquired, constructed, repaired, replaced or improved with the debt secured thereby does not exceed 100% of the cost proceeds of such PropertyIndebtedness; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d)[Reserved]; (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC financing statements filed under licenses and sublicenses granted by a Credit Party or any lease permitted by this Agreement; (l) licenses, sublicenses, Restricted Subsidiary of a Credit Party and leases or subleases granted (by a Credit Party or any Restricted Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of and their Restricted Subsidiaries; (ml) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (nm) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (n) [Reserved]; (o) Liens securing Indebtedness permitted by subsection 5.5(g) assumed in connection with any Permitted Acquisition; provided, that (i) such Lien was not created in contemplation of such Permitted Acquisition or such Person becoming a Credit Party (or Restricted Subsidiary of a Credit Party), (ii) such Lien does not extend to any assets other than those of the Target of such Permitted Acquisition and (iii) such Lien shall be created no later than the later of the date of such Permitted Acquisition or the date of the assumption of such Indebtedness; (p) Liens securing Indebtedness with respect to any Secured Notes Obligations (as defined in the ABL Credit Agreement on the Closing Date) under the ABL Facility (or any Permitted Refinancings of the ABL Facility) or Other Pari Passu Lien Obligations, in each case, to the extent permitted by subsection 5.5(h) and subject to the terms of the Intercreditor Agreement; (q) in the case of property of a Canadian Subsidiary with respect to unregistered Prior Claims for items not yet due and payable; (r) the reservations, limitations, provisos and conditions expressed in any original grants from the Crown of real or immovable property, which do not materially interfere with (i) the ordinary conduct of the business of the applicable Person or (ii) the use and enjoyment of such real or immovable property; (s) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent Borrower a Credit Party or any of its their Restricted Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (qt) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (su) Liens on assets arising solely by virtue of a Subsidiary acquired in connection any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a Permitted Acquisition so long as depositary institution; provided, that (i) such Liens were deposit account is not incurred in anticipation of such Permitted Acquisition a dedicated cash collateral account and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value is not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased subject to restrictions against access by any Loan Credit Party or any of its their Restricted Subsidiaries are located; in excess of those set forth by regulations promulgated by the Federal Reserve Board and (uii) subject such deposit account is not intended by any Credit Party or any of their Restricted Subsidiaries to provide collateral to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof;depositary institution; and (v) Liens on assets securing Indebtedness or other obligations of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is the Credit Parties; provided that such Indebtedness shall not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) exceed the right, title and interest greater of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, $100.0 million and (ii) the PILOT Escrow Agreement, dated as 5.50% of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAConsolidated Net Tangible Assets at any one time outstanding.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c)5.1, including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) any Lien created under any Loan Note Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 judgment, appeal bonds or judicial attachment liens with respect to judgments the existence of which do not constitute and constituting an Event of DefaultDefault under Section 7.1(h) or (i); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreementeasements, and easementscovenants, conditions, rights-of-way, equitable servitudes, zoning and other restrictions, encroachmentsrestrictions (including covenants or conditions contained in licenses or agreements), minor defects or other irregularities in title, building codes and other laws, ordinances, regulations, rules, orders or determination of any Governmental Authority now or hereafter enacted or other governmentally established restrictions or encumbrances, and other similar encumbrances incurred in on the Ordinary Course of Business which, either individually or in the aggregate, Real Estate which do not materially detract from the value of the Property subject thereto or in any case interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring acquiring, constructing, improving, repairing or replacing such Property and permitted under Section 7.05(d5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 one hundred twenty (120) days after the acquisition acquisition, construction, improvement, repair or replacement thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such PropertyProperty (other than in respect of accrued interest, fees and expenses related to any refinancing thereof which are added to principal); (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a any Liens granted by such lessor or sublessor to any leased Propertysublessor; (k) Liens arising from the filing of precautionary UCC financing statements filed under with respect to any lease permitted by this Agreement; (l) licenses, sublicenses, licenses and sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party or subleases granted to third parties any Subsidiary of a Credit Party as lessor or sublessor) in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent Borrower Issuer or any Subsidiary of its Subsidiaries the Issuer in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (q) [reserved]; (r) other Liens not described above on assets not constituting Collateral that secure obligations cash or Cash Equivalents delivered to the provider of Rate Contracts (other than Indebtedness, provided that the aggregate outstanding amount of providers party to a First Lien Indebtedness Document) as security for the obligations secured thereby does not exceed thereunder up to an aggregate amount equal to $2,500,000 in the aggregate at any one time1,100,000; (s) Liens consisting of an agreement to sell Property which is the subject of an asset purchase agreement in connection with an asset disposition permitted by Section 5.2; (t) Liens consisting of xxxxxxx money deposits made in connection with Permitted Acquisitions or Investments permitted hereunder; (u) Liens on assets of a Subsidiary acquired in connection with pursuant to a Permitted Acquisition so long as such Liens (i) were not incurred in anticipation or contemplation of such Permitted Acquisition, (ii) do not extend to assets not subject to such Lien at the time of such Permitted Acquisition and are either (iii) would otherwise constitute Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory Stock of such Subsidiary) with a an aggregate fair market value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof1,100,000; (v) Liens on assets Property of any Foreign Subsidiaries Subsidiary that is not a Credit Party securing Indebtedness of such Foreign Subsidiary permitted under Section 5.5(m); (including Steinway w) Liens on Stock or Stock Equivalents of a Permitted Joint Venture securing obligations of such Permitted Joint Venture; (x) Liens on Real Estate securing obligations other than Indebtedness and Sonswhich are disclosed on mortgage title insurance policies delivered hereunder to Agent and the Purchasers, but only for so long as it is not a Loan Party hereundersuch Liens have been consented to by the Required Purchasers in the exercise of their good faith judgment; (y) Liens, if any, expressly permitted by Mortgages; (z) Replacement Liens on the Property subject to secure Indebtedness Liens permitted by Section 7.05(j5.1(h), 5.1(i) and 5.1(u) which do not extend to any other Property and are established in connection with renewal, extension, refinancing or refunding of Indebtedness secured thereby permitted by Section 5.5; (aa) Liens securing Indebtedness permitted under Section 5.5(f); (bb) other Liens so long as the aggregate outstanding principal amount of the Indebtedness secured thereby does not exceed $1,100,000; (cc) Liens on (i) insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 5.5(r) and (ii) deposits made in the Ordinary Course of Business to secure liabilities for premiums to insurance carriers; provided that all such Liens shall not secure any amounts in the aggregate in excess of the amount equal to six (6) months of insurance premiums; (dd) Liens consisting of initial prepayments and security deposits in connection with leases, utility services and similar transactions entered into by the 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; and (wee) the rightLiens on medical technology and/or related intellectual property in favor of any seller or vendor thereof, title and interest of NYCIDA to the property located at 19th and Steinway Place extent acquired by a Credit or its Subsidiaries pursuant to an installment or deferred purchase price arrangement between such seller or vendor (ior, in each case, any Affiliate of seller or vendor) and any Credit Party or its Subsidiaries, so long as the Guaranty Agreement, dated as aggregate outstanding principal amount of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAany Indebtedness secured thereby does not exceed $2,750,000.

Limitation on Liens. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on property of the Property Borrower or any of a Loan Party or a Subsidiary of a Loan Party its Subsidiaries on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 8.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)Indebtedness; (b) any Lien created under any Loan DocumentDocument or Swap Contract; (c) Liens for Taxes (i) taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.077.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s ’s, First Purchaser Liens or other similar Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent for more than 90 days or remain payable without penalty and, with respect to any such warehousemen’s or which are being contested in good faith and by appropriate proceedings diligently prosecutedlandlord’s lien, 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 maintainedsuch liens only secure accrued rental charges; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation legislation; (f) Liens on the property of the Borrower or to secure its Subsidiaries securing (i) the non-delinquent performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, stay, customs (ii) contingent obligations on surety and appeals appeal bonds, bidsand (iii) other non-delinquent obligations of a like nature; in each case, leasesincurred in the ordinary course of business, governmental contract, trade contracts, performance and return of money bonds and other similar obligations provided all such Liens in the aggregate would not (exclusive of obligations for the payment of borrowed moneyeven if enforced) or to secure liability to insurance carrierscause a Material Adverse Effect; (fg) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such unstayed liens with respect to judgments in the existence of which aggregate at any time outstanding for the Borrower and its Subsidiaries do not constitute and Event of Defaultexceed $1,000,000.00; (gh) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, and which do not materially detract from the value of the Property subject thereto or interfere in any material respect case materially interfere with the ordinary conduct of the businesses business of any Loan Party or any Subsidiary of any Loan Partythe Borrower and its Subsidiaries; (hi) Liens purchase money security interests (including capital leases) on any Property property acquired or held by any Loan Party the Borrower or any Subsidiary its Subsidiaries in the ordinary course of any Loan Party business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)property; provided provided, however, that (i) any such Lien attaches to such Property property concurrently with or within 30 20 days after the acquisition thereof, (ii) such Lien attaches solely to the Property property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; property, and (iiv) Liens securing Capital Lease Obligations permitted under Section 7.05(d);the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $2,000,000.00; and (j) any interest or title Lien in the form of Cash Collateral (which has not been Cash Collateralized for the benefit of the Banks) which has been granted by the Borrower to secure the margin requirements of a lessor or sublessor under any lease swap contract permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness8.06(b), provided that such Cash Collateral has been deducted from the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDABorrowing Base Advance Cap.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(csubsection 5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days past due or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments (other than for payment of taxes, assessments or other governmental charges), provided that the existence enforcement of which do such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Credit Parties and their Subsidiaries not constitute and Event of Defaultexceeding $250,000; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or 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 in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 twenty (20) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted non-exclusive licenses and sublicenses granted by this Agreement; (l) licenses, sublicenses, a Credit Party and leases or subleases granted (by a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (ml) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (nm) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (qn) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (ro) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtednessin favor of Xxxxx Fargo, provided that National Association in the aggregate outstanding amount Credit Card Purchases Funding Account of the obligations secured thereby does not exceed up to $2,500,000 200,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the StockCredit Card Purchases Funding Account, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereofsubsection 5.5(h); (vp) Liens on assets arising from the filing of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) precautionary uniform commercial code financings statements with respect to secure Indebtedness any lease permitted by Section 7.05(j)this Agreement; and (wq) the right, title and interest of NYCIDA to the property located at 19th extent not included above, Prior Claims that are unregistered and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by secure amounts that are not yet due and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDApayable.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Restricted Subsidiary of a Loan Credit Party on the Second Amendment Effective Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c)(iii), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(csubsection 5.5(c)(iii); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days past due or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments the existence (other than for payment of which do taxes, assessments or other governmental charges) not constitute and constituting an Event of DefaultDefault under Section 7.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-rights of way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or 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 in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Restricted Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsections 5.5(d) and 5.5(m); provided provided, that (iA) any such Lien attaches to such Property Liens attach concurrently with or within 30 one hundred and eighty (180) days after completion of the acquisition thereofacquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (iiB) such Lien attaches solely Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the Property so acquired in such transaction proceeds and any accession thereto the products thereof and proceeds thereof, customary security deposits and (iiiC) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the principal amount of assets subject to, or acquired, constructed, repaired, replaced or improved with the debt secured thereby does not exceed 100% of the cost proceeds of such PropertyIndebtedness; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d)[Reserved]; (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC financing statements filed under licenses and sublicenses granted by a Credit Party or any lease permitted by this Agreement; (l) licenses, sublicenses, Restricted Subsidiary of a Credit Party and leases or subleases granted (by a Credit Party or any Restricted Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of and their Restricted Subsidiaries; (ml) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (nm) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (n) Liens securing Indebtedness permitted by subsection 5.5(g) assumed in connection with any Permitted Acquisition; provided, that (i) such Lien was not created in contemplation of such Permitted Acquisition or such Person becoming a Credit Party (or Restricted Subsidiary of a Credit Party), (ii) such Lien does not extend to any assets other than those of the Target of such Permitted Acquisition and (iii) such Lien shall be created no later than the later of the date of such Permitted Acquisition or the date of the assumption of such Indebtedness; (o) Liens securing Indebtedness with respect to the Term Loans or any other Other Pari Passu Lien Obligations, and any Permitted Refinancings thereof, in each case, to the extent permitted by subsection 5.5(h) of this Agreement and subject to the terms of the Intercreditor Agreement; (p) in the case of property of a Canadian Credit Party with respect to unregistered Prior Claims for items not yet due and payable; (q) the reservations, limitations, provisos and conditions expressed in any original grants from the Crown of real or immovable property, which do not materially interfere with (i) the ordinary conduct of the business of the applicable Person or (ii) the use and enjoyment of such real or immovable property; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent Borrower a Credit Party or any of its their Restricted Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (qs) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (st) Liens on assets arising solely by virtue of a Subsidiary acquired in connection any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a Permitted Acquisition so long as depositary institution; provided, that (i) such Liens were deposit account is not incurred in anticipation of such Permitted Acquisition a dedicated cash collateral account and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value is not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased subject to restrictions against access by any Loan Credit Party or any of its their Restricted Subsidiaries are located;in excess of those set forth by regulations promulgated by the Federal Reserve Board and (ii) such deposit account is not intended by any Credit Party or any of their Restricted Subsidiaries to provide collateral to the depositary institution; and (u) subject Liens on property (other than ABL Priority Collateral unless the Liens thereon are subordinated to the Liens of the Administrative Agent on the terms of the Intercreditor Agreements, Liens Agreement) securing Indebtedness and other obligations of a Credit Party or any Restricted Subsidiary of a Credit Party if such Indebtedness is permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j5.5(o); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Restricted Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Restricted Subsidiary of a Loan Credit Party on the Second Amendment Effective Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(csubsection 5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days past due or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments the existence (other than for payment of which do taxes, assessments or other governmental charges) not constitute and constituting an Event of DefaultDefault under Section 7.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-rights of way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or 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 in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Restricted Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsections 5.5(d) and 5.5(m); provided provided, that (iA) any such Lien attaches to such Property Liens attach concurrently with or within 30 one hundred and eighty (180) days after completion of the acquisition thereofacquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (iiB) such Lien attaches solely Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the Property so acquired in such transaction proceeds and any accession thereto the products thereof and proceeds thereof, customary security deposits and (iiiC) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the principal amount of assets subject to, or acquired, constructed, repaired, replaced or improved with the debt secured thereby does not exceed 100% of the cost proceeds of such PropertyIndebtedness; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d)[Reserved]; (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC financing statements filed under licenses and sublicenses granted by a Credit Party or any lease permitted by this Agreement; (l) licenses, sublicenses, Restricted Subsidiary of a Credit Party and leases or subleases granted (by a Credit Party or any Restricted Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of and their Restricted Subsidiaries; (ml) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (nm) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (n) Liens securing Indebtedness permitted by subsection 5.5(g) assumed in connection with any Permitted Acquisition; provided, that (i) such Lien was not created in contemplation of such Permitted Acquisition or such Person becoming a Credit Party (or Restricted Subsidiary of a Credit Party), (ii) such Lien does not extend to any assets other than those of the Target of such Permitted Acquisition and (iii) such Lien shall be created no later than the later of the date of such Permitted Acquisition or the date of the assumption of such Indebtedness; (o) Liens securing Indebtedness with respect to any Secured Notes, Term Loans or Other Pari Passu Lien Obligations, and any Permitted Refinancings thereof, in each case, to the extent permitted by subsection 5.5(h) of this Agreement and subject to the terms of the Intercreditor Agreement; (p) in the case of property of a Canadian Credit Party with respect to unregistered Prior Claims for items not yet due and payable; (q) the reservations, limitations, provisos and conditions expressed in any original grants from the Crown of real or immovable property, which do not materially interfere with (i) the ordinary conduct of the business of the applicable Person or (ii) the use and enjoyment of such real or immovable property; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent Borrower a Credit Party or any of its their Restricted Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (qs) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (st) Liens on assets arising solely by virtue of a Subsidiary acquired in connection any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a Permitted Acquisition so long as depositary institution; provided, that (i) such Liens were deposit account is not incurred in anticipation of such Permitted Acquisition a dedicated cash collateral account and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value is not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased subject to restrictions against access by any Loan Credit Party or any of its their Restricted Subsidiaries are located;in excess of those set forth by regulations promulgated by the Federal Reserve Board and (ii) such deposit account is not intended by any Credit Party or any of their Restricted Subsidiaries to provide collateral to the depositary institution; and (u) subject Liens on property (other than ABL Priority Collateral unless the Liens thereon are subordinated to the Liens of the Administrative Agent on the terms of the Intercreditor Agreements, Liens Agreement) securing Indebtedness and other obligations of a Credit Party or any Restricted Subsidiary of a Credit Party if such Indebtedness is permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j5.5(o); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Restatement Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c)5.1, including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) any Lien created under any Loan Note Document;; Table of Contents (c) Liens for Taxes (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 judgment, appeal bonds or judicial attachment liens with respect to judgments the existence of which do not constitute and constituting an Event of DefaultDefault under Section 7.1(h) or (i); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreementeasements, and easementscovenants, conditions, rights-of-way, equitable servitudes, zoning and other restrictions, encroachmentsrestrictions (including covenants or conditions contained in licenses or agreements), minor defects or other irregularities in title, building codes and other laws, ordinances, regulations, rules, orders or determination of any Governmental Authority now or hereafter enacted or other governmentally established restrictions or encumbrances, and other similar encumbrances incurred in on the Ordinary Course of Business which, either individually or in the aggregate, Real Estate which do not materially detract from the value of the Property subject thereto or in any case interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring acquiring, constructing, improving, repairing or replacing such Property and permitted under Section 7.05(d5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 one hundred twenty (120) days after the acquisition acquisition, construction, improvement, repair or replacement thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such PropertyProperty (other than in respect of accrued interest, fees and expenses related to any refinancing thereof which are added to principal); (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a any Liens granted by such lessor or sublessor to any leased Propertysublessor; (k) Liens arising from the filing of precautionary UCC financing statements filed under with respect to any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(c5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) any Lien securing the Obligations created under any Loan Document; (c) Liens for Taxes (including real property Taxes) (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days past due or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 (including inchoate Liens for amounts required to be remitted but not yet due pursuant to applicable Canadian federal or provincial pension standards legislation) or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments the existence of which do not constitute and an Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger AgreementSurvey exceptions, and easements, rights-of-way, servitudes, sewers, electric lines, telegraph and telephone lines, zoning and other recorded covenants, conditions, restrictions, encroachmentsreservations, licenses, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or 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 in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property Equipment, Real Estate or other fixed assets acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring acquiring, constructing or improving such Property and permitted under Section 7.05(d5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 ninety (90) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired acquired, constructed or improved in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from the filing of precautionary UCC or PPSA financing statements filed under (or equivalents) with respect to any lease permitted by this Agreement; (l) licenses, sublicenses, non-exclusive licenses and sublicenses of Intellectual Property granted by a Credit Party and leases or subleases granted (by a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (p) Liens securing (i) obligations in respect of Indebtedness under the Indenture Documents to the extent permitted under Section 5.5(f) and (ii) the Collateral Trust Hedging Obligations so long as, in each case of clauses (i) and (ii), such Liens are subject to the Intercreditor Agreement or, in the case of any Permitted Refinancing of such Indebtedness or obligations, another intercreditor agreement containing terms, taken as a whole, that are at least as favorable (taken as a whole) to the Secured Parties as those contained in the Intercreditor Agreement; (q) with respect to any Mortgaged Property, any Lien or other encumbrance existing on the Closing Date, disclosed in Agent’s policy of title insurance covering such Mortgaged Property and acceptable to Agent; (r) other Liens not described above on assets not constituting Collateral that secure securing Real Alloy Germany’s obligations other than Indebtedness, provided that under the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one timeFactoring Facility; (s) Liens on assets Property of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such any Foreign Subsidiary (other than the Stock, Accounts or Inventory Real Alloy Germany) that is not a Credit Party securing Indebtedness of such Subsidiary) with a value not in excess of $5,000,000Foreign Subsidiary permitted under Section 5.5(m); (t) ground leases [Intentionally Omitted]; (u) the reservations, limitations, provisos and conditions expressed in respect any original grants from the Crown of real or immovable property located in Canada, which do not materially interfere with (i) the ordinary conduct of the business of the applicable Person or (ii) the use and enjoyment of such real or immovable property (v) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts to the extent such Liens secure obligations relating to such account that are incurred in the Ordinary Course of Business and not for speculative purposes; provided that the aggregate amount of cash and Cash Equivalents maintained in such accounts subject to such Liens does not exceed $5,000,000 in the aggregate at any time outstanding; (w) Liens on which facilities owned cash and Cash Equivalents securing obligations arising under Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculative purposes; provided that the aggregate amount of cash and Cash Equivalents subject to such Liens does not exceed $5,000,000 in the aggregate at any time outstanding; (x) Liens on unearned insurance premiums securing the financing thereof to the extent permitted under Section 5.5(l) to the extent such Liens are in favor of the applicable insurance carrier; (y) Liens on Inventory and the proceeds thereof arising out of consignment, bailment, title retention or leased similar arrangements for the sale of goods entered into by any Loan Borrower or any Subsidiary of a Borrower in the Ordinary Course of Business solely to the extent that any such Inventory or proceeds subject to such Liens can be reasonably identified by Agent and verified by Agent as being excluded by the Borrowers from the most recent Borrowing Base Certificate delivered by the Borrowers to Agent; (z) Liens on Property acquired pursuant to a Permitted Acquisition, or on Property of a Subsidiary of a Credit Party in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, in each instance, other than Accounts, Inventory, deposit accounts and cash on deposit therein; provided that (i) any Indebtedness that is secured by such Liens in permitted to exist under Section 5.5(i) and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any Property of a Credit Party or any of its Subsidiaries are locatedSubsidiaries; (uaa) subject customary options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures and partnerships so long as such options, arrangements or rights relate solely to such joint ventures and partnerships and the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing assets thereof; (vbb) Liens arising from precautionary UCC or PPSA financing statement filings on assets Accounts sold pursuant to Permitted Supplier Financing Arrangements; (cc) Liens securing reimbursement obligations incurred in the Ordinary Course of Foreign Subsidiaries Business for letters of credit to the extent permitted under Section 5.9(g); provided that such Liens encumber only cash or Cash Equivalents in an aggregate amount not to exceed 103% of such obligations; (including Steinway and Sons, but only dd) Liens securing reimbursement obligations incurred for so long as it is not a Loan Party hereunder) Existing Letters of Credit to secure Indebtedness the extent permitted by under Section 7.05(j5.9(h); and (wee) other Liens securing obligations which obligations do not exceed $10,000,000 in the right, title and interest of NYCIDA aggregate at any time outstanding; provided that such Liens that attach to ABL Priority Collateral shall not secure obligations exceeding $2,000,000 in the property located aggregate at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAany time outstanding.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and and, to the extent any such existing Lien is securing Indebtedness in excess of $1,000,000, as set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(csubsection 5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-non payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, suppliers’, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory statutory, regulatory, contractual or warranty obligations, suretysurety bonds, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect to judgments (other than for payment of taxes, assessments or other governmental charges), the existence of which do not constitute and an Event of DefaultDefault provided that the enforcement of such Liens is effectively stayed; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-rights of way, reservations, conditions, title exceptions, zoning and other restrictions, encroachmentsbuilding codes, land use laws, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business or imposed by law which, either individually or in the aggregate, do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 ninety (90) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost (including any out-of-pocket expenses associated with the acquisition of such Property) of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor lessor, sublessor, licensor or sublessor sublicensor under any lease permitted or license not prohibited by this Agreement and matters affecting or the interest or title of a lessor or sublessor to any leased Propertyother Loan Documents; (k) Liens arising from precautionary UCC uniform commercial code and PPSA financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, non-exclusive licenses and sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party or subleases granted any Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (n) Liens (i) in favor of a 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 banking industry, (ii) in favor of a bank or other depository financial institution arising as a matter of law encumbering depositsfinancial 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 the Parent a Borrower or any Subsidiary of its Subsidiaries a Borrower in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (q) Liens 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 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 asset disposition permitted hereunder, which Liens secure the obligation of a Credit Party or any Subsidiary of a Credit Party under such agreement; (u) Liens arising under Section 2-507 of the UCC; (v) Liens consisting of prepayments and security deposits in connection with leases, subleases, licenses, sublicenses, use and occupancy agreements, utility services and similar transactions entered into by the 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 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 Liens encumber no assets other than the assets of the Target encumbered by such Liens immediately prior to the Acquisition of such Target; (y) to the extent not included above, 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 Crown of any land or interest therein, statutory exceptions to 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; (aa) other Liens not described above on assets not constituting Collateral that secure securing obligations other than IndebtednessIndebtedness for borrowed money, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess US Dollar Equivalent of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (vbb) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j)Cafeteria Plan Flex Accounts; and (wcc) the right, title and interest Liens on cash collateral securing obligations under Existing Letters of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDACredit.

Limitation on Liens. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“"Permitted Liens”"): (a) any Lien (other than a Lien on the Collateral) existing on property of the Property of a Loan Party Company or a any Subsidiary of a Loan Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 8.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)date; (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.077.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers’', warehousemen’s's, mechanics’', landlords’', materialmen’s's, repairmen’s 's or other similar Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecutedproceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject thereto and for which adequate reserves in accordance with GAAP are being maintainedthereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation legislation; (f) Liens on the property of the Company or to secure a Subsidiary securing (i) the non-delinquent performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, stay, customs (ii) contingent obligations on surety and appeals appeal bonds, bidsand (iii) other non-delinquent obligations of a like nature; in each case, leasesincurred in the ordinary course of business, governmental contract, trade contracts, performance and return of money bonds and other similar obligations provided all such Liens in the aggregate would not (exclusive of obligations for the payment of borrowed moneyeven if enforced) or to secure liability to insurance carrierscause a Material Adverse Effect; (fg) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens with respect to judgments in the existence of which aggregate at any time outstanding for the Company and its Subsidiaries do not constitute and Event of Defaultexceed $500,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage); (gh) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Partythe Company and its Subsidiaries; (hi) Liens on any Property (including Liens under Capital Leases) in respect of property or assets acquired or held constructed by any Loan Party the Company or any a Subsidiary after the date hereof, which Liens are created at the time of any Loan Party securing acquisition or completion of construction of such property or asset or within 20 days thereafter, to secure Indebtedness assumed or incurred or assumed for the purpose of financing (or refinancing) to finance all or any part of the purchase price or cost of acquiring construction of such Property and permitted under Section 7.05(d); provided that (i) any such Lien attaches to such Property concurrently with property or within 30 days after the acquisition thereofasset, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course case of Business not interfering in any material respect Person that hereafter becomes a Subsidiary or is consolidated with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, merged with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in a Subsidiary, Liens existing at the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of time such Person becomes a Subsidiary acquired in connection with a Permitted Acquisition or is so long as such Liens were consolidated or merged (and not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stockthereof), Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) in the Lease Agreementcase of any property or asset acquired by Borrower or any Subsidiary after the Closing Date, dated as Liens existing on such property or asset at the time of June 1acquisition thereof (and not incurred in anticipation thereof), 1999 between Steinway and whether or not the NYCIDA.Indebtedness secured thereby is assumed by Borrower or a Subsidiary; provided, that in any such case:

Limitation on Liens. No Each Loan Party shallagrees that it shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Party or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c); (b) any Lien created under any Loan Document; (cb) Liens for Taxes (i) Taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.077.09; (dc) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course ordinary course of Business business (whether by law or by contract) which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecutedproceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject thereto and for which adequate reserves in accordance with GAAP are being maintainedthereto; (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure legislation; (e) Liens on the Property of such Loan Party securing (i) the non-delinquent performance of tendersbids, trade contracts (other than for borrowed money), statutory obligations, surety, stay, customs (ii) contingent obligations on surety and appeals appeal bonds, bidsand (iii) other non-delinquent obligations of a like nature; in each case, leases, governmental contract, trade contracts, performance and return incurred in the ordinary course of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriersbusiness; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities exceptions to title (including, but not limited to, the contractual nature of the Company’s interest in titlethe Brea Oil Field, Orange County, California, and the failure of certain Indian Tribes to act on assignment consents in certain Wyoming properties in connection with the acquisition by the Company of Properties from Nautilus Resources, LLC and Phoenix Production Company) and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, are not incurred to secure Indebtedness, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any the Loan Party or any Subsidiary of any Loan PartyParties; (hg) Liens on any Property acquired or held arising solely by any Loan Party or any Subsidiary virtue of any Loan Party securing Indebtedness incurred statutory or assumed for common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; or under any deposit account agreement entered into in the purpose ordinary course of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)business; provided that (i) any such Lien attaches deposit account is not a dedicated cash collateral account and is not subject to such Property concurrently with or within 30 days after restrictions against access by the acquisition thereofLoan Party, (ii) the Loan Party maintains (subject to such Lien attaches solely to the Property so acquired in right of set off) dominion and control over such transaction and any accession thereto and proceeds thereofaccount(s), and (iii) the principal amount of the debt secured thereby does such deposit account is not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted intended by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect Party to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject provide cash collateral to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j)depository institution; and (wh) the right, title Oil and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAGas Liens.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“"Permitted Liens”"): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(c5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’', warehousemen’s's, mechanics’', landlords’', materialmen’s's, repairmen’s 's or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 arising out of judgment judgments, attachments or judicial attachment liens with respect awards or securing appeal or other surety bonds relating to such judgments the existence of which do not constitute and resulting in an Event of DefaultDefault under Section 7.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 twenty (20) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting to the interest extent not interfering in any material respect with the business of the Credit Parties or title any of a lessor or sublessor to any leased Propertytheir Subsidiaries; (k) Liens arising from precautionary UCC uniform commercial code financing statements (or similar filings under applicable law) filed under any lease permitted by this Agreemententered into in the Ordinary Course of Business; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements (and any precautionary Uniform Commercial Code financing statements made in connection therewith) for the sale of goods entered into by the Parent Borrower any Credit Party or any of its their Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (q) licenses of Intellectual Property granted by the Credit Parties or any of their Subsidiaries in the Ordinary Course of Business and not interfering in any material respect with the ordinary conduct of business of the Credit Parties and their Subsidiaries; (r) other Liens securing Indebtedness of any Foreign Subsidiary incurred pursuant to Section 5.5(f); provided that (i) such Liens do not described above extend to, or encumber, property which constitutes Collateral and (ii) such Liens extend only to the property (or Equity Interests) of the Foreign Subsidiary incurring such Indebtedness; provided, however, that no consensual Liens shall be permitted to exist, directly or indirectly, on assets not any Equity Interests constituting Collateral that secure obligations Collateral, other than Indebtedness, provided that Liens granted pursuant to the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time;Collateral Documents; and (s) Liens (i) on assets advances of a Subsidiary cash or Cash Equivalents in favor of the seller of any property to be acquired in connection with a any Permitted Acquisition so long as such Liens were not incurred in anticipation of or any other Investment permitted by this Agreement to be applied against the purchase price for such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDAInvestment, (ii) the PILOT Escrow Agreement, dated as consisting of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company an agreement to dispose of any property in a permitted Disposition and (iii) on xxxxxxx money deposits of cash or Cash Equivalents made by the Lease Agreement, dated as Credit Parties or any of June 1, 1999 between Steinway and the NYCIDAtheir Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder.

Limitation on Liens. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or ------------------- permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“"Permitted --------- Liens”):"): ----- (a) any Lien existing on property of the Property of a Loan Party Company or a any Subsidiary of a Loan Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 8.01 securing Indebtedness ------------- outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)date; (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.077.07; provided, that no notice -------- of lien has been filed or recorded under the Code; (d) carriers’', warehousemen’s's, mechanics’', landlords’', materialmen’s's, repairmen’s 's or other similar Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecutedproceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject thereto and for which adequate reserves in accordance with GAAP are being maintainedthereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation legislation; (f) Liens on the property of the Company or to secure its Subsidiary securing (i) the non-delinquent performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, stay, customs (ii) contingent obligations on surety and appeals appeal bonds, bidsand (iii) other non-delinquent obligations of a like nature; in each case, leasesincurred in the ordinary course of business; provided, governmental contract, trade contracts, performance and return of money bonds and other similar obligations that all such -------- Liens in the aggregate would not (exclusive of obligations for the payment of borrowed moneyeven if enforced) or to secure liability to insurance carrierscause a Material Adverse Effect; (fg) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens with respect to judgments in the existence of which aggregate at any time outstanding for the Company and its Subsidiaries do not constitute exceed $5,000,000 and Event of Default;the Liens listed on Schedule 8.01(g) ---------------- hereto. (gh) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Partythe Company and its Subsidiaries; (hi) Liens on assets of corporations which become Subsidiaries after the date of this Agreement; provided, however, that such Liens existed at the -------- ------- time the respective corporations became Subsidiaries and were not created in anticipation thereof; provided, that all such Liens in the aggregate at any Property time -------- outstanding for such Subsidiaries do not exceed $5,000,000; (j) purchase money security interests on any property acquired or held by any Loan Party the Company or any Subsidiary its Subsidiaries in the ordinary course of any Loan Party business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)property; provided provided, that (i) any such Lien attaches -------- ---- to such Property property concurrently with or within 30 20 days after the acquisition thereof, (ii) such Lien attaches solely to the Property property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; property, and (iiv) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) the principal amount of the Indebtedness secured by any interest or title of a lessor or sublessor under and all such purchase money security interests shall not at any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Propertytime exceed $5,000,000; (k) Liens arising from precautionary UCC financing statements filed under any lease securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted by this Agreementhereunder; (l) licensesLiens arising solely by virtue of any statutory or common law provision relating to banker's liens, sublicensesrights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, leases or subleases granted that (i) such deposit account is not a -------- ---- dedicated cash collateral account and is not subject to third parties restrictions against access by the Company in excess of those set forth by regulations promulgated by the Ordinary Course of Business FRB, and (ii) such deposit account is not interfering in any material respect with intended by the business of the Loan Parties Company or any of their SubsidiariesSubsidiary to provide collateral to the depository institution; (m) Liens in favor on Permitted Investments owned by Melody, to secure Indebtedness under the Melody Loan Arbitrage Facility, if such Permitted Investments were acquired by Melody with the proceeds of collecting banks arising by operation incurrence of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCsuch Indebtedness; (n) Liens (including on commercial mortgage loans originated and owned by Melody subject to an irrevocable, unconditional commitment to purchase such commercial mortgage loans, to secure Indebtedness of Melody under the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits;Melody Mortgage Warehousing Facility; and (o) Liens arising out on the assets of consignment any direct or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount indirect Subsidiary of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary Company created or acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sonsacquired by such Subsidiary in a Permitted Acquisition, but only for so long as it is not a Loan Party hereunder) to which Liens secure Indebtedness permitted by Section 7.05(j8.05(c) in connection with such Permitted Acquisition (but not including any refinancing thereof); and, in an amount not to exceed $10,000,000 in the aggregate; 8.01 prohibits shall be created or arise without the prior written consent of the Agent and the Required Banks (w) including with respect to this proviso), the rightObligations shall be secured by such Lien equally and ratably with the other Indebtedness secured thereby, title the Company will take or cause to be taken all such action as may be requested by the Agent and interest the Required Banks to confirm and protect such Lien in favor of NYCIDA to the property located at 19th Agent and Steinway Place pursuant to (i) the Guaranty Agreement, dated as holder of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999such other Indebtedness, by accepting such Lien, shall be deemed to have agreed thereto and among Steinwayto share ratably with the Agent on that basis, the NYCIDA proceeds of such Lien, whether or not the Agent's security interest shall be perfected; provided -------- further, however, that ------- notwithstanding such equal and ratable securing and sharing, the United States Trust existence of such Lien shall constitute a default by the Company and (iii) in the Lease Agreement, dated as performance or observance of June 1, 1999 between Steinway and the NYCIDAthis Section 8.01.

Limitation on Liens. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, createCreate, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):except for: (a) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any Lien existing on the Property of a Loan Party reserve or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth other appropriate provision as is required in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)conformity with GAAP has been made therefor; (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 daysimposed by law, or (ii) the non-payment of which is permitted by Section 6.07; (d) such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, landlord’s or other similar like Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent overdue for a period of more than 90 30 days or remain payable without penalty or which that are being contested in good faith and by appropriate proceedings 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 maintainedproceedings; (ec) Liens (other than any Lien imposed by ERISAERISA or any rule or regulation promulgated thereunder) consisting of pledges incurred or deposits required made in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance insurance, and other types of social security legislation or security; (d) Liens to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals surety or appeal bonds, performance bonds, deposits to secure the performance of bids, leases, governmental contract, trade contracts, performance government contracts, warranty requirements, leases or licenses or other obligations of a like nature or incurred in the ordinary course of business (including, without limitation, landlord Liens on leased real property); (e) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and return of money bonds telephone lines and other similar obligations purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; (exclusive f) Liens in existence on the date hereofClosing Date listed on Schedule 6.3(f), securing Indebtedness permitted by Section 6.2(d), provided that no such Lien shall at any time encumber any additional Property after the Closing Date and that the amount of obligations for Indebtedness secured thereby shall not be increased (except by an amount equal to a reasonable premium or other similar amount paid, and fees and expenses reasonably incurred, in connection therewith); (g) Liens securing Indebtedness of the payment Borrower or any other Subsidiary incurred pursuant to Section 6.2(c) to finance the acquisition of borrowed moneyfixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens shall not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby shall not be increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) judgment liens securing judgments not constituting (or which would otherwise create) an Event of Default; (k) licenses of Intellectual Property in the ordinary course of business; (l) liens on fixed assets existing at the time such fixed assets are acquired in connection with a Permitted Acquisition and not created in contemplation thereof; (m) deposits in an aggregate amount not to exceed $5,000,000 at any one time outstanding made in the ordinary course of business to secure liability to insurance carriers; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, do not materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods in the Ordinary Course ordinary course of Businessbusiness and other similar Liens arising in the ordinary course of business; (ro) Liens upon specific items of inventory or other Liens not described above on assets not constituting Collateral that secure goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one timegoods; (sp) leases or subleases granted to third Persons not interfering with the ordinary course of business of the Borrower or any of its Subsidiaries; (q) Liens on assets of a Subsidiary acquired of the Borrower that is not a Subsidiary Guarantor securing Indebtedness of that Subsidiary; provided that such Indebtedness was permitted to be incurred by Section 6.2; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition so long as the ordinary course of business; (s) Liens securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 6.2(g) to finance the acquisition (including, without limitation, by way of merger) of Capital Stock of any Person; provided that (i) such Liens were not incurred in anticipation shall be created substantially simultaneously with the acquisition of such Permitted Acquisition and are either Permitted Capital Stock, (ii) such Liens hereunder or do not at any time encumber assets of such Subsidiary (any Property other than the Stock, Accounts or Inventory Capital Stock of such Subsidiaryacquired Person and (iii) with a value the amount of Indebtedness secured thereby does not in excess of exceed $5,000,00050,000,000; (t) ground leases in respect Liens securing Indebtedness of real property on which facilities owned or leased by any Loan Party the Borrower or any of its Subsidiaries are located; Subsidiary incurred pursuant to Section 6.2(g) or (m); provided that such Liens shall at all times be subject to the Second Lien Intercreditor Agreement; and (u) subject to the terms of the Intercreditor AgreementsLiens not otherwise permitted by this Section 6.3, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to neither (i) the Guaranty Agreement, dated as aggregate outstanding principal amount of June 1, 1999 from Steinway to the NYCIDA, obligations secured thereby nor (ii) the PILOT Escrow Agreement, dated aggregate Fair Market Value (determined as of June 1, 1999, by and among Steinway, the NYCIDA and date such Lien is incurred) of the United States Trust Company and (iii) assets subject thereto exceeds the Lease Agreement, dated as greater of June 1, 1999 between Steinway and the NYCIDA$25,000,000 or 1.00% of Consolidated Total Assets at any one time.

Limitation on Liens. No Loan Party shall, and no Loan Party shall suffer or permit Neither the Borrower nor any of its Subsidiaries to, directly or indirectly, make, Subsidiary will create, incur, assume or suffer permit to exist any Lien upon or with respect to any part of its Property, whether properties or assets now owned or hereafter acquired, other than except the following Liens (to the extent permitted by this Section, herein called “Permitted Liens”): (a) any Lien Liens existing on the Property date of a Loan Party this Agreement and listed in the Disclosure Schedule and any renewals or a Subsidiary extensions thereof, provided that (i) the scope of a Loan Party on property covered thereby is not increased, (ii) the Second Amendment Effective Date amount secured or benefited thereby is not increased except as contemplated by Section 7.01(a)(vii) or 7.01(b)(vi), (iii) the direct or any contingent obligor with respect thereto is not changed and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c7.01(a)(vii) or 7.01(b)(vi); (b) Liens imposed by any Lien created under Governmental Authority for Taxes, assessments or charges not yet delinquent or the validity of which is being contested in good faith and by appropriate proceedings, if necessary, for which adequate reserves are maintained on the books of the Borrower or any Loan DocumentSubsidiary in accordance with GAAP; (c) Liens for Taxes (i) which are not delinquent for more than 30 dayspledges or deposits of cash or securities under worker’s compensation, unemployment insurance or (ii) the non-payment of which is permitted by Section 6.07other social security legislation; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s ’s, landlord’s, or other similar like Liens (including, without limitation, Liens on property of the Borrower or any Subsidiary in the possession of storage facilities, pipelines or barges) arising in the Ordinary Course ordinary course of Business business for amounts which are not delinquent for more than 90 60 days past due or remain payable without penalty or the validity of which are is being contested in good faith and by appropriate proceedings diligently prosecutedproceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto if necessary, and for which adequate reserves are maintained on the books of the Borrower or any Subsidiary in accordance with GAAP are being maintainedGAAP; (e) Liens (other than any Lien imposed by ERISA) consisting deposits of pledges cash or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or securities to secure the performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, stay, customs surety and appeals appeal bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money) or to secure liability to insurance carriersbusiness; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of real property or minor imperfections in title thereto which, either individually or in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the Property property subject thereto or interfere in any material respect with the ordinary conduct of the businesses business of the Borrower or any Subsidiary; (g) rights reserved to or vested in any Governmental Authority by the terms of any Loan Party right, power, franchise, grant, license or permit, or by any Subsidiary provision of law, to revoke or terminate any Loan Partysuch right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (h) Liens on rights reserved to or vested by Law in any Property acquired Governmental Authority to in any manner, control or held by regulate in any Loan Party manner any of the properties of the Borrower or any Subsidiary or the use thereof or the rights and interests of the Borrower or any Subsidiary therein, in any manner under any and all Laws; (i) rights reserved to the grantors of any Loan Party properties of the Borrower or any Subsidiary, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to the terms, conditions and provisions of any rights-of-way agreements, contracts or other agreements therewith; (j) inchoate Liens in respect of pending litigation or with respect to a judgment which has not resulted in an Event of Default under Section 8.01; (k) statutory Liens in respect of payables; (l) Liens securing Indebtedness incurred permitted by Section 7.01(a)(vi) or assumed for 7.01(b)(v) or other obligations of any Person that becomes a Subsidiary after the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)date hereof; provided that (i) any such Lien attaches to is not created in contemplation of or in connection with such Property concurrently with Acquisition or within 30 days after the acquisition thereofsuch Person becoming a Subsidiary, (ii) such Lien attaches solely shall not apply to any other property of the Property so acquired in such transaction and Borrower or any accession thereto and proceeds thereof, Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such Acquisition or the date such Person becomes a Subsidiary, as the case may be, and Indebtedness refinancing such obligations (but no increase to the principal amount of the debt secured thereby does not exceed 100% of the cost of thereof, except by an amount equal to amounts paid for any accrued interest, breakage, premium, fees and expenses in connection with such Propertyrefinancing); (im) after the first Investment Grade Event, Liens on cash margin collateral or securities securing Hedging Contracts; (n) Liens in respect of operating leases covering only the property subject thereto; (o) Liens on Equity Interests of Unrestricted Subsidiaries or Joint Venture Interests securing Indebtedness of such Unrestricted Subsidiary or joint venture; (p) Liens securing Obligations; (q) Liens securing Capital Lease Obligations permitted under by Section 7.05(d7.01(a)(x) or Section 7.01(b)(x); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor ; provided that such Lien shall not apply to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business other property of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of BusinessSubsidiary; (r) prior to the first Investment Grade Event, Liens securing other Liens Indebtedness in an aggregate amount not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount to exceed 10% of the obligations secured thereby does not exceed $2,500,000 in the aggregate Consolidated Net Tangible Assets at any one timetime outstanding; (s) after the first Investment Grade Event, Liens on assets in respect of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000Priority Debt; (t) ground leases (i) Liens on Qualified Securitization Assets or accounts into which solely collections or proceeds of Qualified Securitization Assets are deposited, in respect each case, incurred pursuant to a Qualified Securitization Transaction and (ii) Liens securing Indebtedness or other obligations of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located;Qualified Securitization Entity; and (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j7.01(a)(xvi) or Section 7.01(b)(xii); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA.

Limitation on Liens. No Loan Credit Party shall, and no Loan Party nor shall suffer or ------------------- permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“"Permitted Liens”):"): --------------- (a) any Lien existing on the Property property of a Loan Credit Party or a Subsidiary any of a Loan Party its Subsidiaries on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 8.01 securing ------------- Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)date; (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.077.07, provided that no notice of lien has been filed ------------ or recorded under the Code; (d) carriers’', warehousemen’s's, mechanics’', landlords’', materialmen’s's, repairmen’s 's or other similar Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecutedproceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject thereto and for which adequate reserves in accordance with GAAP are being maintainedthereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation legislation; (f) Liens on the property of a Credit Party or to secure its Subsidiaries securing (i) the non-delinquent performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, stay, customs (ii) contingent obligations on surety and appeals appeal bonds, bidsand (iii) other non-delinquent obligations of a like nature; in each case, leasesincurred in the ordinary course of business, governmental contract, trade contracts, performance and return of money bonds and other similar obligations provided all such Liens in the aggregate would not (exclusive of obligations for the payment of borrowed moneyeven if enforced) or to secure liability to insurance carrierscause a Material Adverse Effect; (fg) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens with respect to judgments in the existence of which do aggregate at any time outstanding for the Credit Parties and their Subsidiaries does not constitute and Event of Defaultexceed $375,000; (gh) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan a Credit Party or any Subsidiary of any Loan Partyand its Subsidiaries; (hi) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at -------- ------- the time the respective corporations became Subsidiaries and were not created in anticipation thereof and do not in the aggregate at any Property time outstanding exceed $750,000; (j) purchase money security interests on any property acquired or held by any Loan a Credit Party or any Subsidiary its Subsidiaries in the ordinary course of any Loan Party business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)property; provided that (i) any -------- ---- such Lien attaches to such Property property concurrently with or within 30 20 days after the acquisition thereof, (ii) such Lien attaches solely to the Property property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt Indebtedness secured thereby does by any and all such purchase money security interests shall not exceed 100% of the cost of such Property;at any time exceed, together with Indebtedness permitted under Section 8.05(i), $750,000; --------------- (ik) Liens securing Capital Lease Obligations on assets subject to such Capital Leases, provided that such Capital Leases are otherwise permitted under Section 7.05(d8.10(a) or (c); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement ; and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement;---------------------- (l) licensesLiens arising solely by virtue of any statutory or common law provision relating to banker's liens, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right rights of set-off) in favor of a bank off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, institution; provided that the aggregate outstanding amount of the obligations secured thereby does (i) such deposit account is -------- ---- not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with dedicated cash collateral account and is not subject to restrictions against access by a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not Credit Party in excess of $5,000,000; those set forth by regulations promulgated by the FRB, and (tii) ground leases in respect of real property on which facilities owned or leased such deposit account is not intended by any Loan a Credit Party or any of its Subsidiaries are located; (u) subject to provide collateral to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAdepository institution.

Limitation on Liens. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, createCreate, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):except for: (a) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any Lien existing on the Property of a Loan Party reserve or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth other appropriate provision as is required in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)conformity with GAAP has been made therefor; (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 daysimposed by law, or (ii) the non-payment of which is permitted by Section 6.07; (d) such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, landlord’s or other similar like Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent overdue for a period of more than 90 30 days or remain payable without penalty or which that are being contested in good faith and by appropriate proceedings 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 maintainedproceedings; (ec) Liens (other than any Lien imposed by ERISAERISA or any rule or regulation promulgated thereunder) consisting of pledges incurred or deposits required made in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance insurance, and other types of social security legislation or security; (d) Liens to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals surety or appeal bonds, performance bonds, deposits to secure the performance of bids, leases, governmental contract, trade contracts, performance government contracts, warranty requirements, leases or licenses or other obligations of a like nature or incurred in the ordinary course of business (including, without limitation, landlord Liens on leased real property); (e) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and return of money bonds telephone lines and other similar obligations purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; (exclusive f) Liens in existence on the date hereof listed on Schedule 6.3(f), securing Indebtedness permitted by Section 6.2(d), provided that no such Lien shall at any time encumber any additional Property after the Closing Date and that the amount of obligations for Indebtedness secured thereby shall not be increased (except by an amount equal to a reasonable premium or other similar amount paid, and fees and expenses reasonably incurred, in connection therewith); (g) Liens securing Indebtedness of the payment Borrower or any other Subsidiary incurred pursuant to Section 6.2(c) to finance the acquisition of borrowed moneyfixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens shall not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby shall not be increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) judgment liens securing judgments not constituting (or which would otherwise create) an Event of Default; (k) licenses of Intellectual Property in the ordinary course of business; (l) liens on fixed assets existing at the time such fixed assets are acquired in connection with a Permitted Acquisition and not created in contemplation thereof; (m) deposits in an aggregate amount not to exceed $5,000,000 at any one time outstanding made in the ordinary course of business to secure liability to insurance carriers; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, do not materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods in the Ordinary Course ordinary course of Businessbusiness and other similar Liens arising in the ordinary course of business; (ro) Liens upon specific items of inventory or other Liens not described above on assets not constituting Collateral that secure goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one timegoods; (sp) leases or subleases granted to third Persons not interfering with the ordinary course of business of the Borrower or any of its Subsidiaries; (q) Liens on assets of a Subsidiary acquired of the Borrower that is not a Subsidiary Guarantor securing Indebtedness of that Subsidiary; provided that such Indebtedness was permitted to be incurred by Section 6.2; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition so long as the ordinary course of business; (s) Liens securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 6.2(g) to finance the acquisition (including, without limitation, by way of merger) of Capital Stock of any Person; provided that (i) such Liens were not incurred in anticipation shall be created substantially simultaneously with the acquisition of such Permitted Acquisition and are either Permitted Capital Stock, (ii) such Liens hereunder or do not at any time encumber assets of such Subsidiary (any Property other than the Stock, Accounts or Inventory Capital Stock of such Subsidiaryacquired Person and (iii) with a value the amount of Indebtedness secured thereby does not in excess of exceed $5,000,00050,000,000; (t) ground leases in respect Liens securing Indebtedness of real property on which facilities owned or leased by any Loan Party the Borrower or any of its Subsidiaries are located;Subsidiary incurred pursuant to Section 6.2(g) or (m); provided that such Liens shall at all times be subject to the Second Lien Intercreditor Agreement; and (u) subject to the terms of the Intercreditor AgreementsLiens not otherwise permitted by this Section 6.3, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to neither (i) the Guaranty Agreement, dated as aggregate outstanding principal amount of June 1, 1999 from Steinway to the NYCIDA, obligations secured thereby nor (ii) the PILOT Escrow Agreement, dated aggregate Fair Market Value (determined as of June 1, 1999, by and among Steinway, the NYCIDA and date such Lien is incurred) of the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAassets subject thereto exceeds $25,000,000 at any one time.

Limitation on Liens. No Loan Party shallBorrower shall not, and no Loan Party shall suffer or not permit any of its Restricted Subsidiaries to, directly or indirectly, makeincur, create, incurassume, assume or suffer permit to exist any Lien upon or with respect to any part of its Property, assets, or revenues, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):except: (a) any Lien existing Existing Liens disclosed on the Property of a Loan Party or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)8.2; (b) any Lien created under any Loan DocumentLiens in favor of the Secured Parties or Administrative Agent for the benefit of Secured Parties; (c) Liens for Taxes (i) which are not delinquent for more than 30 daysEncumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (iiindividually or in the aggregate) materially affect the non-payment value of the assets encumbered thereby or materially impair the ability of Borrower or its Restricted Subsidiaries to use such assets in their respective businesses, and none of which is permitted violated in any material respect by Section 6.07existing or proposed structures or land use; (d) carriers’Liens for taxes, warehousemen’sassessments, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business governmental charges which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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 maintainedhave been established; (e) Liens of mechanics, materialmen, warehousemen, carriers, or other similar statutory Liens securing obligations that are not yet due and are incurred in the ordinary course of business; (f) Liens resulting from good faith deposits to secure payments of workmen’s compensation or other social security programs (other than any Lien Liens 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs surety and appeals appeal bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and contracts (other similar obligations (exclusive of obligations than for the payment of borrowed money) Debt), or to secure liability to insurance carriers; (f) Liens consisting leases made in the ordinary course of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Defaultbusiness; (g) any title exceptions referred to Liens on the Collateral Account in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, do not materially detract from the value favor of the Property subject thereto or interfere Collateral Trustee in respect of overdrafts and custodial account fees and expenses in an aggregate amount not to exceed $250,000 at any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Partytime outstanding; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and Hedge Obligations permitted under Section 7.05(d8.1(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property;and (i) Other Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens obligations not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed exceeding $2,500,000 100,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAtime outstanding.

Limitation on Liens. No Loan Such Credit Party shallshall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth on Schedule 5.1, and in Schedule 7.01 the case of any such Liens securing Indebtedness outstanding on such date and which Indebtedness is permitted by Section 7.05(csubsection 5.5(c), in each case, including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, indemnity, 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 with respect to judgments Liens, provided that either the existence enforcement of which do any such Lien is effectively stayed or all such Liens that are not constitute stayed secure claims in the aggregate at any time outstanding for the Credit Parties and Event their Subsidiaries not exceeding the US Dollar Equivalent of Defaultthe limit set forth in Section 7.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancingincluding Capital Lease Obligations) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (kj) Liens arising from precautionary UCC uniform commercial code financing statements filed under any lease permitted by this Agreement; (lk) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not materially interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (ml) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (nm) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (on) Liens arising out of consignment consignment, bailment or similar arrangements for the sale of goods entered into by the Parent a Borrower or any Subsidiary of its Subsidiaries a Borrower in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (qo) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business or which secure partial, progress, advance or other payments pursuant to any contract with respect to purchases of software or Equipment to the extent that such payments or duties are paid when due and payable by the Borrowers; (p) Liens on commodity hedging accounts and amounts held therein to secure performance under cotton futures contracts in connection with transactions or positions in a contract for future delivery of cotton entered into in the Ordinary Course of Business; provided that reserves in accordance with GAAP have been provided on the books of the Credit Party who incurred such Liens; (q) Environmental Liens not to exceed the US Dollar Equivalent of $1,000,000; (r) any right of first refusal or first offer, redemption right, or option or similar right in respect of any Stock or Stock Equivalent owned by any Credit Party or any Subsidiary with respect to any Joint Venture or other Liens not described above on assets not constituting Collateral that secure obligations Investment, in favor of any co-venturer or other than Indebtedness, provided that the aggregate outstanding amount holder of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one timeStock of Stock Equivalent of such Investment; (s) Liens on assets proceeds (including dividends, distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar proceeds) of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Property that is otherwise subject to Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000permitted by this Section 5.1; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located[Intentionally Omitted]; (u) subject Liens on Collateral as long as (i) such Liens solely secure payment and performance of the Secured Note Indebtedness and (ii) such Liens are, pursuant to the terms Intercreditor Agreement, subordinated to the Liens thereon in favor of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereofAgent; (v) other Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) securing Indebtedness in an aggregate amount not to secure Indebtedness permitted by Section 7.05(j)exceed $1,500,000 at any time outstanding; and (w) Liens on the right, title and interest of NYCIDA Specified Receivables solely to the property located at 19th extent the sale and Steinway Place purchase of such Specified Receivables pursuant to (i) the Guaranty Agreement, dated as Specified Receivables Purchase Agreement is deemed to be a financing arrangement between the parties thereto or if for any reason ownership of June 1, 1999 from Steinway the Specified Receivables is deemed to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAbe vested in ITG or any Subsidiary.

Limitation on Liens. No Loan Party shallThe Company shall not, and no Loan Party shall suffer or not permit any of its Subsidiaries the Subsidiary Guarantors to, directly or indirectly, make, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind upon any of their property or with respect to any part of its Propertyassets, whether now owned or hereafter acquired, other than Permitted Liens. The provisions of the first paragraph of this Section 4.13 shall not apply to the incurrence of any of the following types of Liens (“Permitted Liens”collectively, "PERMITTED LIENS"): (a) any Lien Liens existing on the Property of a Loan Party or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)Closing Date; (b) any Lien Liens created under any Loan Documentthe Security Documents; (c) Liens for Taxes (i) which are not delinquent for more than 30 days, or (ii) the non-payment of which is permitted by Section 6.07; (d) carriers’', warehousemen’s's, mechanics’', landlords’, ' materialmen’s's, repairmen’s 's or other similar like Liens arising in the Ordinary Course ordinary course of Business which are business in respect of obligations not delinquent for more than 90 days or remain yet due and payable without penalty or which are being contested in good faith and by appropriate proceedings promptly instituted and diligently prosecuted, which proceedings have the effect of preventing the forfeiture ; PROVIDED that any reserve or sale of the Property subject thereto and for which adequate reserves in accordance other appropriate provision as shall be required to conform with GAAP shall have been made therefor; (d) Liens for taxes, assessments or governmental charges or levies that are not yet delinquent and remain payable without penalty or that are being maintainedcontested in good faith by appropriate proceedings promptly instituted and diligently prosecuted; PROVIDED that any reserve or other appropriate provision as shall be required to conform with GAAP shall have been made therefor; (e) Liens (other than any Lien imposed by ERISA) consisting that are incidental to the business of pledges or deposits required in the Ordinary Course Company and the Subsidiary Guarantors, are not for borrowing money and are not material, taken as a whole, to the business of Business in connection with workers’ compensation, unemployment insurance the Company and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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;Subsidiary Guarantors; and (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, do not materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(junder clauses (c); and , (w) the rightd), title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (f), (g), (h), (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA), (iij), (n) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iiio) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDASection 4.9 hereof.

Limitation on Liens. No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, createCreate, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):except for: (a) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any Lien existing on the Property of a Loan Party reserve or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth other appropriate provision as is required in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)conformity with GAAP has been made therefor; (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) which are not delinquent for more than 30 daysimposed by law, or (ii) the non-payment of which is permitted by Section 6.07; (d) such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, landlord’s or other similar like Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent overdue for a period of more than 90 30 days or remain payable without penalty or which that are being contested in good faith and by appropriate proceedings 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 maintainedproceedings; (ec) Liens (other than any Lien imposed by ERISAERISA or any rule or regulation promulgated thereunder) consisting of pledges incurred or deposits required made in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance insurance, and other types of social security legislation or security; (d) Liens to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals surety or appeal bonds, performance bonds, deposits to secure the performance of bids, leases, governmental contract, trade contracts, performance government contracts, warranty requirements, leases or licenses or other obligations of a like nature or incurred in the ordinary course of business (including, without limitation, landlord Liens on leased real property); (e) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and return of money bonds telephone lines and other similar obligations purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; (exclusive f) Liens in existence on the date hereof listed on Schedule 6.3(f), securing Indebtedness permitted by Section 6.2(d), provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of obligations for Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the payment Borrower or any other Subsidiary incurred pursuant to Section 6.2(c) to finance the acquisition of borrowed moneyfixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) judgment liens which would not create any Event of Default; (k) licenses of Intellectual Property in the ordinary course of business; (l) liens on fixed assets existing at the time such fixed assets are acquired in connection with a Permitted Acquisition and not created in contemplation thereof; (m) deposits in an aggregate amount not to exceed $1,000,000 made in the ordinary course of business to secure liability to insurance carriers; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, do not materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Party; (h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods in the Ordinary Course ordinary course of Businessbusiness and other similar Liens arising in the ordinary course of business; (o) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (p) leases or subleases granted to third Persons not interfering with the ordinary course of business of the Borrower or any of its Subsidiaries; (q) deposits, in an aggregate amount not to exceed $250,000 at any one time outstanding, made in the ordinary course of business to secure liability to the Borrower’s insurance carriers; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired of the Borrower that is not a Guarantor securing Indebtedness of that Subsidiary; provided that such Indebtedness was permitted to be incurred by Section 6.2; (s) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation the ordinary course of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000business; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under of the Borrower or any Subsidiary incurred pursuant to Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder6.2(h) to secure Indebtedness permitted finance the acquisition (including, without limitation, by Section 7.05(j)way of merger) of Capital Stock of any Person; and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to provided that (i) such Liens shall be created substantially simultaneously with the Guaranty Agreement, dated as acquisition of June 1, 1999 from Steinway to the NYCIDAsuch Capital Stock, (ii) such Liens do not at any time encumber any Property other than the PILOT Escrow Agreement, dated as Capital Stock of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company such acquired Person and (iii) the Lease Agreementamount of Indebtedness secured thereby does not exceed $30,000,000; and (u) Liens not otherwise permitted by this Section 6.3, dated so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate Fair Market Value (determined as of June 1, 1999 between Steinway and the NYCIDAdate such Lien is incurred) of the assets subject thereto exceeds $10,000,000 at any one time.

Limitation on Liens. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“"Permitted Liens”"): (a) any Lien existing on property of the Property of a Loan Party Company or a any Subsidiary of a Loan Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 or shown as a liability on the Company's consolidated financial statements as of December 31, 1996 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)date; (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers’', warehousemen’s's, mechanics’', landlords’', materialmen’s's, repairmen’s 's or other similar Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecutedproceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject thereto and for which adequate reserves in accordance with GAAP are being maintainedthereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 carrierslegislation; (f) Liens consisting on the property of judgment the Company or judicial attachment liens with respect to judgments any of its Subsidiaries securing (i) the existence non-delinquent performance of which do bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not constitute and Event of Default(even if enforced) cause a Material Adverse Effect; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Partythe Company and its Subsidiaries; (h) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries; (i) purchase money security interests on any Property property acquired or held by any Loan Party the Company or any Subsidiary its Subsidiaries in the ordinary course of any Loan Party business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)property; provided that (i) any such Lien attaches to such Property property concurrently with or within 30 20 days after the acquisition thereof, (ii) such Lien attaches solely to the Property property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt Indebtedness secured thereby does not exceed 100% of the cost of such Property; property, and (iiv) Liens securing Capital Lease Obligations permitted under Section 7.05(d)the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $30,000,000; (j) any interest or title Liens securing obligations in respect of a lessor or sublessor under any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor capital leases on assets subject to any leased Propertysuch leases; (k) Liens arising from precautionary UCC financing statements filed under solely by virtue of any lease permitted 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 this Agreement;the Company in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution except in either case when such deposit accounts are established or required in the ordinary course of business and would not have a Material Adverse Effect; and (l) licensesNotwithstanding the provisions of subsections 7.01(a) through (k), sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) there shall be permitted Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens on property (including the right Liens which would otherwise be in violation of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtednesssuch subsections), provided that the aggregate outstanding amount sum of the obligations aggregate Indebtedness of the Company and its Subsidiaries secured thereby does by all Liens permitted under this subsection (l), excluding the Liens permitted under subsections (a) through (k), shall not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject an amount equal to the terms 15% of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens Company's total consolidated assets as shown on assets of Foreign Subsidiaries (including Steinway and Sons, but only its consolidated balance sheet for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAits most recent prior fiscal quarter.

Limitation on Liens. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“"Permitted Liens”"): (a) any Lien existing on the Property of a Loan Party the Borrower or a Subsidiary of a Loan Party its Subsidiaries on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(csubsection 5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’', warehousemen’s's, mechanics’', landlords’', materialmen’s's, repairmen’s 's or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business (i) in connection with workers’ ' compensation, unemployment insurance and other social security legislation or legislation, (ii) to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (iii) to secure liability to insurance carriers; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments liens, the existence of which do does not constitute and an Event of DefaultDefault under subsections 7.1(i) or 7.1(j); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Partythe Borrower and/or its Subsidiaries; (h) Liens on any Property acquired or held by any Loan Party the Borrower or any Subsidiary its Subsidiaries in the Ordinary Course of any Loan Party Business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 ninety (90) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor lessor, sublessor, licensor or sublessor sublicensor under any lease or license permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC uniform commercial code financing statements filed under any lease permitted by this Agreement; (l) rights of set off and bankers' Liens upon deposits of cash (i) held by, and in favor of, banks and other depository institutions and (ii) in connection with Permitted Acquisitions; (m) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering interfering, individually or in any material respect the aggregate, with the business of the Loan Parties Borrower or any of their its Subsidiaries; (mn) Liens arising under, and solely encumbering, repurchase agreements permitted hereunder; (o) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of BusinessUniform Commercial Code; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure securing obligations other than Indebtedness, Indebtedness provided that the aggregate outstanding amount such Liens do not secure obligations in excess of the obligations secured thereby does not exceed $2,500,000 250,000 in the aggregate at any one time; (sq) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms favor of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) Xxxxxxxx Investors on any insurance policy (and any Permitted Refinancing proceeds thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) securing Borrower's obligation to secure Indebtedness permitted by Section 7.05(j)make payments under the Indemnity Agreement; and (wr) the rightLiens securing Rate Contracts permitted hereunder, title provided such Rate Contracts are entered into between Borrower and interest a Lender or an Affiliate of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAa Lender.

Limitation on Liens. No Loan Party shallThe Company shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“"Permitted Liens”"): (a) any Lien (other than a Lien on the Collateral) existing on property of the Property of a Loan Party Company or a any Subsidiary of a Loan Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)date; (b) any Lien created under any Loan Document; (c) Liens for Taxes (i) taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers’', warehousemen’s's, mechanics’', landlords’', materialmen’s's, repairmen’s 's or other similar Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecutedproceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject thereto and for which adequate reserves in accordance with GAAP are being maintainedthereto; (e) Liens (other than any Lien imposed by ERISAERISA and other than on the Collateral) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 carrierslegislation; (f) Liens (other than Liens on the Collateral) on the property of the Company or its Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, (ii) contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens (other than Liens on the Collateral) consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens with respect to judgments in the existence of which aggregate at any time outstanding for the Company and its Subsidiaries do not constitute and Event of Defaultexceed $20,000,000; (gh) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Partythe Company and its Subsidiaries; (hi) Liens on assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such Liens existed at the time the respective corporations became Subsidiaries and were not created in anticipation thereof; (j) purchase money security interests on any Property property acquired or held by any Loan Party the Company or any Subsidiary its Subsidiaries in the ordinary course of any Loan Party business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)property; provided that (i) any such Lien attaches to such Property property concurrently with or within 30 20 days after the acquisition thereof, (ii) such Lien attaches solely to the Property property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; property, and (iiv) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) the principal amount of the Indebtedness secured by any interest or title of a lessor or sublessor under and all such purchase money security interests shall not at any lease permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Propertytime exceed $25,000,000; (k) Liens arising from precautionary UCC financing statements filed under any lease securing obligations in respect of capital leases on assets subject to such leases, provided that such capital leases are otherwise permitted by this Agreementhereunder; (l) licensesLiens arising solely by virtue of any statutory or common law provision relating to banker's liens, sublicensesrights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the FRB, leases or subleases granted to third parties in and (ii) such deposit account is not intended by the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties Company or any of their SubsidiariesSubsidiary to provide collateral to the depository institution; (m) in addition to Liens in favor of collecting banks arising by operation of law permitted under Section 4-210 subsections (b) through (l) above, Liens (other than Liens on the Collateral) given to secure Indebtedness of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, Company provided that the aggregate outstanding principal amount of the obligations secured thereby does such Indebtedness shall not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired time exceed, together with the Senior Indebtedness but not including in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than calculation the StockObligations, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA125,000,000.

Limitation on Liens. No Loan Credit Party shall, and no Loan Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Credit Party or a Subsidiary of a Loan Credit Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 5.1 securing Indebtedness outstanding on such date and permitted by Section 7.05(csubsection 5.5(c), including replacement or substitute Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(csubsection 5.5(c); (b) any Lien created under any Loan Document; (c) Liens for Taxes Taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7(a); (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent past due for a period of more than 90 30 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) 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 or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade 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 with respect (other than for payment of taxes, assessments or other governmental charges), provided that the enforcement of such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Credit Parties and their Subsidiaries not exceeding $10,000,000 (to judgments the existence extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of which do the potential claim and does not constitute and Event of Defaultdispute coverage); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Credit Party or any Subsidiary of any Loan Credit Party; (h) Liens on any Property acquired or held by any Loan Credit Party or any Subsidiary of any Loan Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring acquiring, constructing, repairing, replacing or improving such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 one hundred eighty (180) days after the acquisition acquisition, construction, repair, replacement or improvement thereof, (ii) such Lien attaches solely to the Property so acquired acquired, constructed, repaired, replaced or improved in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor or sublessor under any lease permitted not prohibited by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased PropertyAgreement; (k) Liens arising from precautionary UCC financing statements filed under out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any lease permitted of its Subsidiaries in the Ordinary Course of Business not prohibited by this Agreement; (l) licenses, sublicenses, Liens arising from the filing of precautionary uniform commercial code financing statements with respect to any lease not prohibited by this Agreement; (m) non-exclusive licenses and sublicenses granted by a Credit Party and leases or subleases granted (by a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Credit Parties or any of their Subsidiaries; (mn) Liens in favor of collecting banks arising by operation of law under Section 4-210 Article 4 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (no) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business, which payments are not overdue for a period of more than thirty (30) days and no other action has been taken to enforce such Lien or which are being contested in good faith; (q) Liens securing the ABL Obligations; (r) other Liens not described above solely on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time;Foreign Subsidiaries securing Indebtedness incurred pursuant to Section 5.5(i); and (s) Liens existing on assets the Property (other than ABL Priority Collateral) of any Person at the time such Person becomes a Subsidiary acquired after the Closing Date in connection with a Permitted Acquisition so long as Acquisition; provided that (i) such Liens were Lien was not incurred created in anticipation contemplation of such Permitted Acquisition and are either Permitted Liens hereunder acquisition or encumber such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets of such Subsidiary or Property (other than the Stock, Accounts proceeds or Inventory of products thereof and accessions or additions thereto) and (iii) such Subsidiary) with a value Liens do not secure Indebtedness in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDA10,000,000.

Limitation on Liens. No Loan Party shallThe Borrower shall not, and no Loan Party shall not suffer or permit any of its Subsidiaries Subsidiary to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on property of the Property Borrower or any of a Loan Party or a Subsidiary of a Loan Party its Subsidiaries on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 8.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c)Indebtedness; (b) any Lien created under any Loan DocumentDocument or Swap Contract; (c) Liens for Taxes (i) taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.077.07, provided that no notice of lien has been filed or recorded under the Code; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s ’s, First Purchaser Liens or other similar Liens arising in the Ordinary Course ordinary course of Business business which are not delinquent for more than 90 days or remain payable without penalty and, with respect to any such warehousemen’s or which are being contested in good faith and by appropriate proceedings diligently prosecutedlandlord’s lien, 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 maintainedsuch liens only secure accrued rental charges; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ compensation, unemployment insurance and other social security legislation legislation; (f) Liens on the property of the Borrower or to secure its Subsidiaries securing (i) the non-delinquent performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, surety, stay, customs (ii) contingent obligations on surety and appeals appeal bonds, bidsand (iii) other non-delinquent obligations of a like nature; in each case, leasesincurred in the ordinary course of business, governmental contract, trade contracts, performance and return of money bonds and other similar obligations provided all such Liens in the aggregate would not (exclusive of obligations for the payment of borrowed moneyeven if enforced) or to secure liability to insurance carrierscause a Material Adverse Effect; (fg) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such unstayed liens with respect to judgments in the existence of which aggregate at any time outstanding for the Borrower and its Subsidiaries do not constitute and Event of Defaultexceed $1,000,000.00; (gh) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities in title, restrictions and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, and which do not materially detract from the value of the Property subject thereto or interfere in any material respect case materially interfere with the ordinary conduct of the businesses business of any Loan Party or any Subsidiary of any Loan Party;the Borrower and its Subsidiaries; and (hi) Liens purchase money security interests (including capital leases) on any Property property acquired or held by any Loan Party the Borrower or any Subsidiary its Subsidiaries in the ordinary course of any Loan Party business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)property; provided provided, however, that (i) any such Lien attaches to such Property property concurrently with or within 30 20 days after the acquisition thereof, (ii) such Lien attaches solely to the Property property so acquired in such transaction and any accession thereto and proceeds thereoftransaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property; property, and (iiv) Liens securing Capital Lease Obligations permitted under Section 7.05(d);the principal amount of the Indebtedness secured by any and all such purchase money security interests shall not at any time exceed $500,000.00. (j) any interest or title Any Lien in the form of Cash Collateral (which has not been Cash Collateralized for the benefit of the Banks) which has been granted by the Borrower to secure the margin requirements of a lessor or sublessor under any lease swap contract permitted by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness8.06(b), provided that such Cash Collateral has been deducted from the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDABorrowing Base Advance Cap.

Limitation on Liens. No Loan Note Party shall, and no Loan Note Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) any Lien existing on the Property of a Loan Note Party or a Subsidiary of a Loan Note Party on the Second Amendment Effective Closing Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c)5.1, including replacement Liens on the Property currently subject to such Liens and Liens securing Indebtedness permitted by Section 7.05(c)the First Mortgage Notes; (b) any Lien created under any Loan Note Document; (c) Liens for Taxes taxes, fees, assessments or other governmental charges (i) which are not delinquent for more than 30 dayspast due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 6.074.7; (d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, workmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days past due or remain payable without penalty or which are being contested in good faith and by appropriate proceedings 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; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required made in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contractcontracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or , and exclusive of equitable Liens against Collateral that would arise with respect to surety bonds), and deposits made in the Ordinary Course of Business to secure liability present or future obligations with respect to utilities or health insurance carriersbenefits to employees and which do not constitute prepayments of expenses; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence (other than for payment of which do taxes, assessments or other governmental charges) not constitute and resulting in an Event of DefaultDefault under subsection 7.1(h); (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachmentslicenses, reservations, covenants, building restrictions, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, are not substantial in amount, do not in any materially detract from the value of the Property subject thereto or and which do not interfere in any material respect with the ordinary conduct of the businesses of any Loan Note Party or any Subsidiary of any Loan Note Party; (h) Liens on any Property acquired or held by any Loan Note Party or any Subsidiary of any Loan Note Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(dsubsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within 30 twenty (20) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and any accession thereto and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed one hundred percent (100% %) of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(dsubsection 5.5(d); (j) any interest or title of a lessor lessor, sublessor, licensor or sublessor sublicensor under any lease or license permitted by under this Agreement Agreement; the ownership interest of suppliers that deliver goods under bailment arrangements in the Ordinary Course of Business; Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien hereunder, sale and matters affecting leaseback transactions, in each case to the interest extent such operating leases or title of a lessor or sublessor to any leased Propertysale and leaseback transactions are permitted hereunder; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted licenses and sublicenses granted by this Agreement; (l) licenses, sublicenses, a Note Party or Subsidiary thereof and leases or subleases granted (by a Note Party or Subsidiary thereof as lessor or sublessor) to third parties in the Ordinary Course of Business not materially interfering in any material respect with the business of the Loan Note Parties or any of their Subsidiaries; (ml) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCCUniform Commercial Code; (nm) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter encumbering deposits and which do not secure Indebtedness; (n) Liens on cash collateral not to exceed 105% of law encumbering depositsthe stated amount of any letters of credit issued after the Petition Date and permitted and identified in the Approved Budget; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of BusinessReserved; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (q) Liens on the receivables, inventory, related rights and interests, and proceeds thereof, of Constar Holland pursuant to any Constar Holland Financing; (r) other Liens on cash collateral not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not to exceed $2,500,000 in 3,905,000 securing the aggregate at Existing Letters of Credit arising under the Pre-Petition Revolving Credit Agreement and any one time;Replacement Letter of Credit; and (s) Liens on assets property owned by Constar Italy. The prohibition provided for in this Section 5.1 includes, without limitation, any effort by any Note Party and any successful effort by any committee or any other party-in-interest in the Cases to prime or create pari passu to any claims, Liens or interests of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition the Agent and are either Permitted Liens hereunder or encumber assets of such Subsidiary Purchasers any Lien (other than the Stock, Accounts or Inventory Carve Out) irrespective of whether such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject to the terms of the Intercreditor Agreementsclaims, Liens securing Indebtedness or interests may be “adequately protected”. Except as otherwise permitted under Section 7.05(g) and herein, no Note Party shall xxxxx x Xxxx on any Permitted Refinancing thereof; (v) Liens on assets property that does not constitute Collateral to any creditor of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j); and (w) the right, title and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAany Note Party.

Limitation on Liens. No Each Loan Party shall, and no Loan Party agrees that it shall suffer or permit any of its Subsidiaries tonot, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Propertyproperty, whether now owned or hereafter acquired, other than the following (“"Permitted Liens”"): (a) any Lien existing on the Property of a Loan Party or a Subsidiary of a Loan Party on the Second Amendment Effective Date and set forth in Schedule 7.01 securing Indebtedness outstanding on such date and permitted by Section 7.05(c), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 7.05(c); (b) any Lien created under any Loan Document; (cb) Liens for Taxes (i) taxes, fees, assessments or other governmental charges which are not delinquent for more than 30 daysor remain payable without penalty, or (ii) to the extent that non-payment of which thereof is permitted by Section 6.077.09; (dc) carriers’', warehousemen’s's, mechanics’', landlords’', materialmen’s's, repairmen’s 's or other similar Liens arising in the Ordinary Course ordinary course of Business business (whether by law or by contract) which are not delinquent for more than 90 days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecutedproceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property property subject thereto and for which adequate reserves in accordance with GAAP are being maintainedthereto; (ed) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course ordinary course of Business business in connection with workers’ ' compensation, unemployment insurance and other social security legislation or to secure legislation; (e) Liens on the Property of such Loan Party securing (i) the non-delinquent performance of tendersbids, trade contracts (other than for borrowed money), statutory obligations, surety, stay, customs (ii) contingent obligations on surety and appeals appeal bonds, bidsand (iii) other non-delinquent obligations of a like nature; in each case, leases, governmental contract, trade contracts, performance and return incurred in the ordinary course of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriersbusiness; (f) Liens consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute and Event of Default; (g) any title exceptions referred to in the title insurance policies purchased by any Loan Party in connection with the purchase of Property pursuant to the Merger Agreement, and easements, rights-of-way, zoning and other restrictions, encroachments, minor defects or other irregularities exceptions to title (including, but not limited to, the contractual nature of the Company's interest in titlethe Brea Oil Field, Orange County, California and the failure of certain Indian Tribes to act on assignment consents in certain Wyoming properties in connection with the acquisition by the Company of Properties from Nautilus Resources, LLC and Phoenix Production Company) and other similar encumbrances incurred in the Ordinary Course ordinary course of Business business which, either individually or in the aggregate, are not substantial in amount, are not incurred to secure Indebtedness, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any the Loan Party or any Subsidiary of any Loan PartyParties; (hg) Liens on any Property acquired or held arising solely by any Loan Party or any Subsidiary virtue of any Loan Party securing Indebtedness incurred statutory or assumed for common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; or under any deposit account agreement entered into in the purpose ordinary course of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 7.05(d)business; provided that (i) any such Lien attaches deposit account is not a dedicated cash collateral account and is not subject to such Property concurrently with or within 30 days after restrictions against access by the acquisition thereofLoan Party, (ii) the Loan Party maintains (subject to such Lien attaches solely to the Property so acquired in right of set off) dominion and control over such transaction and any accession thereto and proceeds thereofaccount(s), and (iii) the principal amount of the debt secured thereby does such deposit account is not exceed 100% of the cost of such Property; (i) Liens securing Capital Lease Obligations permitted under Section 7.05(d); (j) any interest or title of a lessor or sublessor under any lease permitted intended by this Agreement and matters affecting the interest or title of a lessor or sublessor to any leased Property; (k) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement; (l) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering in any material respect with the business of the Loan Parties or any of their Subsidiaries; (m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect Party to collecting banks located in the State of New York, under Section 4-208 of the UCC; (n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (o) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Parent Borrower or any of its Subsidiaries in the Ordinary Course of Business; (p) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (q) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (r) other Liens not described above on assets not constituting Collateral that secure obligations other than Indebtedness, provided that the aggregate outstanding amount of the obligations secured thereby does not exceed $2,500,000 in the aggregate at any one time; (s) Liens on assets of a Subsidiary acquired in connection with a Permitted Acquisition so long as such Liens were not incurred in anticipation of such Permitted Acquisition and are either Permitted Liens hereunder or encumber assets of such Subsidiary (other than the Stock, Accounts or Inventory of such Subsidiary) with a value not in excess of $5,000,000; (t) ground leases in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located; (u) subject provide cash collateral to the terms of the Intercreditor Agreements, Liens securing Indebtedness permitted under Section 7.05(g) and any Permitted Refinancing thereof; (v) Liens on assets of Foreign Subsidiaries (including Steinway and Sons, but only for so long as it is not a Loan Party hereunder) to secure Indebtedness permitted by Section 7.05(j)depository institution; and (wh) the right, title Oil and interest of NYCIDA to the property located at 19th and Steinway Place pursuant to (i) the Guaranty Agreement, dated as of June 1, 1999 from Steinway to the NYCIDA, (ii) the PILOT Escrow Agreement, dated as of June 1, 1999, by and among Steinway, the NYCIDA and the United States Trust Company and (iii) the Lease Agreement, dated as of June 1, 1999 between Steinway and the NYCIDAGas Liens.