Common use of Mortgages, etc Clause in Contracts

Mortgages, etc. From and after the Restatement Effective Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property, (ii) with respect to any Material Leasehold Property or any real property in which Company has a fee interest in on or prior to the Restatement Effective Date, any first priority mortgage existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time any Person (including Eden Prairie Holdings) becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in all cases excluding (A) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (iii) above) then-existing senior lienholder, where Company and its Subsidiaries are unable to obtain such lessor's or senior lienholder's consent and (B) the Anagram Headquarters Facility in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined in the Subsidiary Guaranty, or (b) in the opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which the Anagram Headquarters Facility is located, there is a reasonable likelihood that a mortgage to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested by the Collateral Agent would not be valid and enforceable in the applicable jurisdictions of such state (any such non-excluded Real Property Asset described in the foregoing clause (i), (ii) or (iii) a "MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall promptly notify Collateral Agent, and shall deliver upon Collateral Agent's written request, as soon as practicable after such Person acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, the following:

Mortgages, etc. From Each Real Property Asset listed on Schedule 6.9C ------------- annexed hereto (excluding any such Real Property Asset consisting of a Leasehold Property the encumbrancing of which requires the consent of the applicable lessor, where Company is unable, after using its best efforts (without requiring Company to relinquish any material rights or incur any material obligations or to expend more than a nominal amount of money over and above the reimbursement, if required, of the landlord's out-of-pocket costs, including attorneys fees) to obtain such lessor's consent) shall be a "Scheduled Post-Effective Date Mortgaged Property". In addition, from and after the Restatement Effective Date, in the event that (i) Company has not sold the Hubbardston Property on or before the twelve-month anniversary of the Effective Date, (ii) Company or any Subsidiary Guarantor acquires any fee interest in real property Fee Property or any Material Leasehold Property, (ii) with respect to any Material Leasehold Property or any real property in which Company has a fee interest in on or prior to the Restatement Effective Date, any first priority mortgage existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time any Person (including Eden Prairie Holdings) becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property Fee Property or any Material Leasehold Property, in all cases any case excluding (A) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (iii) above) then-existing senior lienholder, where Company and its Subsidiaries are unable to obtain such lessor's or senior lienholder's consent and (B) the Anagram Headquarters Facility in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined in the Subsidiary Guarantyconsent, or (b) in the opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which the Anagram Headquarters Facility is located, there is a reasonable likelihood that a mortgage to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested by the Collateral Agent would not be valid and enforceable in the applicable jurisdictions of such state (any such non-excluded Real Property Asset described in the foregoing clause (i), (ii) or (iii) a of this sentence shall be an "MORTGAGED PROPERTYAdditional Mortgaged Property"), . Company or such Subsidiary Guarantor shall promptly notify Collateral deliver to Administrative Agent, and shall deliver upon Collateral Agent's written request, within 45 days after the Effective Date (in the case of each Scheduled Post-Effective Date Mortgaged Property) or as soon as practicable after such twelve- 103 month anniversary (in the case of the Hubbardston Property) or as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as Guarantor (in the case may be, of any other Additional Mortgaged Property) the following:

Mortgages, etc. From The Borrower will not, and after will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other encumbrance of any kind (including the Restatement Effective Datecharges upon property purchased under conditional sales or other title retention agreements) upon or in, any of its property or assets, whether now owned or hereafter acquired, except: i. liens securing payment of the Credit Extensions and the BAI Letters of Credit pursuant to the Pledge Agreement and the Security Agreement; ii. liens for taxes or other governmental charges the payment of which is not at the time required by SUBPARAGRAPH 5(e); iii. liens in connection with workers' compensation, unemployment insurance or other social security obligations; iv. deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the event that (i) Company ordinary course of business v. mechanics', workers', materialmen's, landlords', carriers', or any Subsidiary Guarantor acquires any fee interest other like liens arising in real property or any Material Leasehold Property, (ii) the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings if such reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been made therefor; vi. the mortgages, pledges and liens, security interests and other encumbrances included on EXHIBIT E to the Existing Credit Agreement, including any Material Leasehold Property renewal, extension or refunding thereof, PROVIDED the Indebtedness relating to such renewal, extension or refunding shall not exceed 80% of the fair market value of the property covered thereby as determined by an independent appraiser of recognized standing reasonably acceptable to the Agent; vii. any mortgage, pledge, lien, security interest or other encumbrance of any kind (a) to secure or provide for the payment or financing of any part of the purchase price of property acquired after the date hereof by the Borrower or any real of its Restricted Subsidiaries (other than through the acquisition of an Acquired Company) and granted at the time of or within 90 days after the acquisition of such property in which Company has a fee interest in on or prior to the Restatement Effective Date, any first priority mortgage existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time any Person (including Eden Prairie Holdings) becomes a Subsidiary Guarantorof acquisition thereof, such Person owns whether or holds any fee interest in real property or any Material Leasehold Property, in all cases excluding (A) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (iii) above) then-existing senior lienholder, where Company and its Subsidiaries are unable to obtain such lessor's or senior lienholder's consent and (B) the Anagram Headquarters Facility in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined in the Subsidiary Guarantynot assumed, or (b) secured by property of any Acquired Company existing at the time of the acquisition of such Acquired Company, or (c) created, incurred, assumed, established, renewed or suffered to exist in connection with any IRB Financing permitted by SUBPARAGRAPH 6(a); PROVIDED that: (1) the opinion principal amount of counsel any Indebtedness referred to in SUBDIVISION 6(b)(7)(a) shall not exceed 80% of the greater of (which counsel x) the cost of the newly acquired property or improvements covered thereby to the Borrower or any of its Restricted Subsidiaries acquiring the same or (y) the fair market value of such property or improvements, as determined by an independent appraiser of recognized standing reasonably acceptable to the Agent; and (2) each such mortgage, pledge, lien, security interest or other encumbrance shall be reasonably satisfactory confined only to Collateral Agent) the property referred to in the state in which the Anagram Headquarters Facility is located, there is a reasonable likelihood that a mortgage to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested by the Collateral Agent would not be valid and enforceable in the applicable jurisdictions of such state (any such non-excluded Real Property Asset described in the foregoing clause (i), (iiSUBDIVISION 6(b)(7)(a) or (iiib) a "MORTGAGED PROPERTY"or financed by the IRB Financing referred to in SUBDIVISION 6(b)(7)(c), Company or such Subsidiary Guarantor shall promptly notify Collateral Agent, and shall deliver upon Collateral Agent's written request, as soon as practicable after such Person acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, and, if required by the following:terms of the instrument originally creating such mortgage, lien, security interest or other encumbrance, other property which is an improvement to, or which is acquired for specific use in connection with, or which is real property being improved by, such property; viii. any mortgage, pledge, lien, security interest or other encumbrance of any kind on, or in, any "margin stock", as at the time defined in Regulation U of the Board of Governors of the Federal Reserve System; ix. any mortgage, pledge, lien, security interest or other encumbrance of any kind in connection with import letters of credit incurred by the Borrower in the ordinary course of its business; and x. other mortgages, pledges, liens, security interests or other encumbrances of any kind upon or in any properties or assets of the Borrower if, immediately after giving effect thereto, the aggregate principal amount of all Indebtedness of the Borrower secured by all such mortgages, pledges, liens or other encumbrances or security interests does not exceed 5% of Stockholders' Equity.

Mortgages, etc. From The Company will not and after will not permit any Restricted Subsidiary to create or permit to exist any lien, encumbrance, or security interest (including the Restatement Effective Datecharge upon assets purchased under a conditional sales agreement, purchase money mortgage, security agreement, or other title retention agreement) upon any of its assets, whether now owned or hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) liens for taxes, assessments, governmental charges and other obligations not yet due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in conformity with GAAP have been set aside on the Company's books; (b) other liens, encumbrances and security interests incidental to the conduct of its business or the ownership of its assets which were not incurred in connection with the borrowing of money, and which do not in the event that aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; 72 (c) liens and security interests on assets of a Restricted Subsidiary to secure obligations of such Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary; (d) liens and security interests existing on the date hereof which are (i) both (y) described in Exhibit 9.01(d) attached hereto and (z) reflected in the consolidated financial statements of the Company referred to in Section 6.02 and (ii) liens and security interests on Property that were existing at the time of the acquisition thereof by the Company or any Restricted Subsidiary Guarantor acquires any fee interest or placed thereon to secure a portion of the purchase price thereof described in real property or any Material Leasehold Property, Exhibit 9.01(d); (iie) with respect to any Material Leasehold liens and security interests on Property or any real property in which Company has a fee interest in on or prior to acquired after the Restatement Effective Date, any first priority mortgage date hereof existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time any Person (including Eden Prairie Holdings) becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property of acquisition thereof by the Company or any Material Leasehold PropertyRestricted Subsidiary or placed thereon within one year of such acquisition to secure a portion of the purchase price thereof, in all cases excluding provided that no such lien or security interest may encumber or cover any other Property of such Restricted Subsidiary, the Company or any other Restricted Subsidiary; and (Af) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or other liens and security interests (in addition to those permitted pursuant to Section 9.01(e)) on Property of the case Company and the Restricted Subsidiaries that secure Debt of the Company and the Restricted Subsidiaries in an amount which, when taken together with all other outstanding secured Debt incurred in reliance on this clause (iiif) aboveand, without duplication, all outstanding Debt of Restricted Subsidiaries incurred in reliance on Section 9.07(b) then-existing senior lienholder, where Company and its Subsidiaries are unable to obtain such lessor's or senior lienholder's consent and (B"Section 9.01(f) the Anagram Headquarters Facility in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined in the Subsidiary Guaranty, or (b) in the opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which the Anagram Headquarters Facility is located, there is a reasonable likelihood that a mortgage to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested by the Collateral Agent would not be valid and enforceable in the applicable jurisdictions of such state (any such non-excluded Real Property Asset described in the foregoing clause (i), (ii) or (iii) a "MORTGAGED PROPERTYDebt"), Company does not at the time such lien or such Subsidiary Guarantor shall promptly notify Collateral Agentsecurity interest comes into existence exceed 20% of Pro Forma EBITDA for the four consecutive fiscal quarter period ended on the date of the balance sheet most recently delivered pursuant to Section 8.02; and (g) liens, encumbrances and shall deliver upon Collateral Agent's written request, as soon as practicable after such Person acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, the following:security interests on shares of Capital Stock of Unrestricted Subsidiaries.

Mortgages, etc. From The Company will not and after will not permit any Restricted Subsidiary to create or permit to exist any lien, encumbrance, or security interest (including the Restatement Effective Datecharge upon assets purchased under a conditional sales agreement, purchase money mortgage, security agreement, or other title retention agreement) upon any of its assets, whether now owned or hereafter acquired, or assign or otherwise convey any right to receive income, except: (a) liens for taxes not yet due or which are being contested in good faith by appropriate proceedings; (b) other liens, encumbrances and security interests incidental to the conduct of its business or the ownership of its assets which were not incurred in connection with the borrowing of money, and which do not in the event that aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (c) liens and security interests on assets of a Restricted Subsidiary to secure obligations of such Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary; (d) liens and security interests existing on the date hereof which are (i) both (y) described in Exhibit 9.01(d) attached hereto and (z) reflected in the consolidated financial statements of the Company referred to in Section 6.02(a) and (ii) liens and security interests on Property that were existing at the time of the acquisition thereof by the Company or any Restricted Subsidiary Guarantor acquires any fee interest or placed thereon to secure a portion of the purchase price thereof described in real property or any Material Leasehold Property, Exhibit 9.01(d); (iie) with respect to any Material Leasehold liens and security interests on Property or any real property in which Company has a fee interest in on or prior to acquired after the Restatement Effective Date, any first priority mortgage date hereof existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time of acquisition thereof by the Company or any Person Restricted Subsidiary or placed thereon within one year of such acquisition to secure a portion of the purchase price thereof, provided that no such lien or security interest may encumber or cover any other Property of such Restricted Subsidiary, of the Company or of any other Restricted Subsidiary; and (including Eden Prairie Holdingsf) becomes at any time when each Restricted Subsidiary is a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in all cases excluding (A) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or other liens and security interests (in addition to those permitted pursuant to Section 9.01(e)) on Property of the case of clause (iii) above) then-existing senior lienholder, where Company and its Restricted Subsidiaries are unable to obtain such lessor's or senior lienholder's consent that secure Debt of the Company and (B) the Anagram Headquarters Facility its Restricted Subsidiaries in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined which, when taken together with all other outstanding secured Debt incurred in the Subsidiary Guaranty, or (b) in the opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which the Anagram Headquarters Facility is located, there is a reasonable likelihood that a mortgage to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested by the Collateral Agent would not be valid and enforceable in the applicable jurisdictions of such state (any such non-excluded Real Property Asset described in the foregoing reliance on this clause (i), f) (ii"Section 9.01(f) or (iii) a "MORTGAGED PROPERTYDebt"), Company does not at the time such lien or such Subsidiary Guarantor shall promptly notify Collateral Agentsecurity interest comes into existence exceed 20% of Pro Forma EBITDA for the four consecutive fiscal quarter period ended on the date of of the balance sheet most recently delivered pursuant to Section 8.02; provided, that in no event will the aggregate book value of Property securing Section 9.01(f) Debt exceed by more than 40% the aggregate amount of Section 9.01(f) Debt; and (g) liens, encumbrances and shall deliver upon Collateral Agent's written request, as soon as practicable after such Person acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, the following:security interests on shares of Capital Stock of Unrestricted Subsidiaries.

Mortgages, etc. From The Company will not and after will not permit any Restricted Subsidiary to create or permit to exist any lien, encumbrance, or security interest (including the Restatement Effective Datecharge upon assets purchased under a conditional sales agreement, purchase money mortgage, security agreement, or other title retention agreement) upon any of its assets, whether now owned or hereafter acquired, or assign or otherwise convey any right to receive income, except (a) liens for taxes not yet due or which are being contested in good faith by appropriate proceedings; (b) other liens, encumbrances and security interests incidental to the conduct of its business or the ownership of its assets which were not incurred in connection with the borrowing of money, and which do not in the event that aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (c) liens and security interests on assets of a Restricted Subsidiary to secure obligations of such Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary; (d) liens and security interests existing on the date hereof which are (i) both (y) described in Exhibit 9.01(d) attached hereto and (z) reflected in the consolidated financial statements of the Company referred to in Section 6.02 and (ii) liens and security interests on Property that were existing at the time of the acquisition thereof by the Company or any Restricted Subsidiary Guarantor acquires any fee interest or placed thereon to secure a portion of the purchase price thereof described in real property or any Material Leasehold Property, Exhibit 9.01(d); (iie) with respect to any Material Leasehold liens and security interests on Property or any real property in which Company has a fee interest in on or prior to acquired after the Restatement Effective Date, any first priority mortgage date hereof existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time any Person (including Eden Prairie Holdings) becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property of acquisition thereof by the Company or any Material Leasehold PropertyRestricted Subsidiary or placed thereon within one year of such acquisition to secure a portion of the purchase price thereof, in all cases excluding (A) provided that no such lien or security interest may encumber or cover any other Property of such Real Property Asset Restricted Subsidiary, of the encumbrancing of which requires the consent Company or of any applicable lessor or other Restricted Subsidiary; (in f) liens, encumbrances and security interests on the case stock of clause Unrestricted Subsidiaries; (iiig) above) then-existing senior lienholder, where liens on Excess Margin Stock owned by the Company and its Restricted Subsidiaries; and (h) other liens and security interests (in addition to those permitted pursuant to Section 9.01(e)) on Property of the Company and its Restricted Subsidiaries are unable to obtain such lessor's or senior lienholder's consent that secure Debt of the Company and (B) the Anagram Headquarters Facility its Restricted Subsidiaries in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount which, when taken together with all other outstanding secured Debt incurred in reliance on this clause (h) and, without duplication, all outstanding Debt of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined Restricted Subsidiaries incurred in the Subsidiary Guaranty, or reliance on clause (b) in of Section 9.02, does not at the opinion time it is incurred exceed 20% of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which the Anagram Headquarters Facility is located, there is a reasonable likelihood that a mortgage to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested by the Collateral Agent would not be valid and enforceable in the applicable jurisdictions of such state (any such nonPro-excluded Real Property Asset described in the foregoing clause (i), (ii) or (iii) a "MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall promptly notify Collateral Agent, and shall deliver upon Collateral Agent's written request, as soon as practicable after such Person acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, the following:forma Consolidated Annualized Operating Cash Flow.

Mortgages, etc. From Seller covenants and after the Restatement Effective Dateagrees with Buyer that it will not mortgage, in the event that (i) Company charge, hypothecate, pledge or otherwise encumber any Subsidiary Guarantor acquires any fee interest in real of its property or assets to secure any Material Leasehold Property, (ii) with respect to any Material Leasehold Property or any real property in which Company has a fee interest in on indebtedness for borrowed money without also at the same time or prior thereto securing its obligation to the Restatement Effective Datemake payments of amounts due under this Agreement so that, any first priority mortgage existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time any Person (including Eden Prairie Holdings) becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in all cases excluding (A) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (iii) above) then-existing senior lienholder, where Company and its Subsidiaries are unable to obtain such lessor's or senior lienholder's consent and (B) the Anagram Headquarters Facility in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined in the Subsidiary Guaranty, or (b) in the opinion of counsel (which counsel to Seller, such obligation hereunder shall be reasonably satisfactory secured equally and ratably with such indebtedness, provided that this covenant shall not apply to Collateral Agentnor operate to prevent: (a) any security given in the ordinary course of business to any bank or banks, or others, to secure any indebtedness payable on demand or maturing within twelve (12) Months of the date that such indebtedness is originally incurred; (b) any Purchase Money Mortgage; (c) any security to secure indebtedness incurred for the construction of townsites, warehouses, employees' housing or office premises; (d) any security on any resource property of Seller that has not been in commercial production during the twelve (12) Month period ending on the date hereof, or has not been in commercial production during the twelve (12) Month period ending at the time of the imposition of such security, to secure any indebtedness incurred for the development or improvement thereof or the development or improvement of any other resource property of Seller that has not been in commercial production during the twelve (12) Month period ending on the date hereof or has not been in commercial production during the twelve (12) Month period ending at the time of the imposition of such security; (e) any security with respect to any property in favour of the Government of Canada or of the United States of America or the government of any province of Canada or state of the United States of America or any municipality in Canada or the United States of America or any political subdivision, department or agency of any of them; (f) any renewal, refunding or extension of any security or encumbrance referred to in the foregoing subsections 14.1 (a) to (e) or of any security or encumbrance on any property in existence at the time of acquisition thereof, in which the Anagram Headquarters Facility principal outstanding after such renewal, refunding or extension is locatednot increased and the security or encumbrance is limited to the property originally subject thereto and any improvements thereon; or (g) any security or encumbrance, there is a reasonable likelihood that a mortgage other than of the nature referred to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested foregoing subsections (a) to (f), created by Seller if, after giving effect to the Collateral Agent creation of such security or encumbrance, the aggregate principal amount of the indebtedness secured by such securities or encumbrances would not be valid and enforceable in the applicable jurisdictions greater than 5 per cent of such state (any such non-excluded Real Property Asset described in the foregoing clause (i), (ii) or (iii) a "MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall promptly notify Collateral Agent, and shall deliver upon Collateral AgentSeller's written request, as soon as practicable after such Person acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, the following:Shareholders' Equity.

Mortgages, etc. From The Borrower will not, and after will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other encumbrance of any kind (including the Restatement Effective Datecharges upon property purchased under conditional sales or other title retention agreements) upon or in, any of its property or assets, whether now owned or hereafter acquired, except: (1) liens securing payment of the Credit Extensions and the BAI Letters of Credit pursuant to the Pledge Agreement and the Security Agreement; (2) liens for taxes or other governmental charges the payment of which is not at the time required by subparagraph 5(E); (3) liens in connection with workers' compensation, unemployment insurance or other social security obligations; (4) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the event that ordinary course of business (i5) Company mechanics', workers', materialmen's, landlords', carriers', or any Subsidiary Guarantor acquires any fee interest other like liens arising in real property or any Material Leasehold Property, (ii) the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings if such reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been made therefor; (6) the mortgages, pledges and liens, security interests and other encumbrances included on Exhibit E, including any Material Leasehold Property renewal, extension or refunding thereof, provided the Indebtedness relating to such renewal, extension or refunding shall not exceed 80% of the fair market value of the property covered thereby as determined by an independent appraiser of recognized standing reasonably acceptable to the Agent; (7) any mortgage, pledge, lien, security interest or other encumbrance of any kind (a) to secure or provide for the payment or financing of any part of the purchase price of property acquired after the date hereof by the Borrower or any real of its Restricted Subsidiaries (other than through the acquisition of an Acquired Company) and granted at the time of or within 90 days after the acquisition of such property in which Company has a fee interest in on or prior to the Restatement Effective Date, any first priority mortgage existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time any Person (including Eden Prairie Holdings) becomes a Subsidiary Guarantorof acquisition thereof, such Person owns whether or holds any fee interest in real property or any Material Leasehold Property, in all cases excluding (A) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (iii) above) then-existing senior lienholder, where Company and its Subsidiaries are unable to obtain such lessor's or senior lienholder's consent and (B) the Anagram Headquarters Facility in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined in the Subsidiary Guarantynot assumed, or (b) secured by property of any Acquired Company existing at the time of the acquisition of such Acquired Company, or (c) created, incurred, assumed, established, renewed or suffered to exist in connection with any IRB Financing permitted by subparagraph 6(A); provided that: (a) the opinion principal amount of counsel any Indebtedness referred to in subdivision 6(B)(7)(a) shall not exceed 80% of the greater of (which counsel x) the cost of the newly acquired property or improvements covered thereby to the Borrower or any of its Restricted Subsidiaries acquiring the same or (y) the fair market value of such property or improvements, as determined by an independent appraiser of recognized standing reasonably acceptable to the Agent; and (b) each such mortgage, pledge, lien, security interest or other encumbrance shall be reasonably satisfactory confined only to Collateral Agent) the property referred to in the state in which the Anagram Headquarters Facility is located, there is a reasonable likelihood that a mortgage to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested by the Collateral Agent would not be valid and enforceable in the applicable jurisdictions of such state (any such non-excluded Real Property Asset described in the foregoing clause (i), (iisubdivision 6(B)(7)(a) or (iiib) a "MORTGAGED PROPERTY"or financed by the IRB Financing referred to in subdivision 6(B)(7)(c), Company or such Subsidiary Guarantor shall promptly notify Collateral Agent, and shall deliver upon Collateral Agent's written request, as soon as practicable after such Person acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, and, if required by the following:terms of the instrument originally creating such mortgage, lien, security interest or other encumbrance, other property which is an improvement to, or which is acquired for specific use in connection with, or which is real property being improved by, such property; (8) any mortgage, pledge, lien, security interest or other encumbrance of any kind on, or in, any "margin stock", as at the time defined in Regulation U of the Board of Governors of the Federal Reserve System; (9) any mortgage, pledge, lien, security interest or other encumbrance of any kind in connection with import letters of credit incurred by the Borrower in the ordinary course of its business; and (10) other mortgages, pledges, liens, security interests or other encumbrances of any kind upon or in any properties or assets of the Borrower if, immediately after giving effect thereto, the aggregate principal amount of all Indebtedness of the Borrower secured by all such mortgages, pledges, liens or other encumbrances or security interests does not exceed 5% of Stockholders' Equity.

Mortgages, etc. From and after the Restatement Effective Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property, (ii) with respect to any Material Leasehold Property or any real property in which Company has a fee interest in on or prior to the Restatement Effective Date, any first priority mortgage existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time any Person (including Eden Prairie Holdings) becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in all cases excluding (A) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (iii) above) then-existing senior lienholder, where Company and its Subsidiaries are unable to obtain such lessor's or senior lienholder's consent and (B) the Anagram Headquarters Facility in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined in the Subsidiary Guaranty, or (b) in the opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which the Anagram Headquarters Facility is located, there is a reasonable likelihood that a mortgage to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested by the Collateral Agent would not be valid and enforceable in the applicable jurisdictions of such state (any such non-excluded Real Property Asset described in the foregoing clause (i), (ii) or (iii) a "MORTGAGED PROPERTY"), ) Company or such Subsidiary Guarantor shall promptly notify Collateral Agent, and shall deliver upon Collateral Agent's written request, as soon as practicable after such Person acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, the following: