Common use of Permitted Liens Clause in Contracts

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

Permitted Liens. The Borrower will not, and will not permit None of the Credit Parties nor any of its Subsidiaries to, (a) will create or incur or suffer to be created or incurred or to exist any Lien upon any of its their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefromtherefrom other than: (i) Liens of landlords, carriers, warehousemen, mechanics and materialmen and other like Liens created in the ordinary course of business, for amounts not yet due or which are being contested in good faith by appropriate proceedings and as to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (ii) pledges or deposits made in connection with worker’s compensation, employee benefit plans, unemployment or other insurance, old age pensions, or other Social Security benefits, and good faith deposits in connection with tenders, contracts, bids, statutory obligations or leases to which it is a party or deposits to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds, letters of credit and other similar obligations or arising as a result of progress payments under government contracts or contracts with public utilities, in each case, in the ordinary course of business; (iii) such minor defects, irregularities, encumbrances, easements, rights of way, and clouds on title as normally exist with respect to similar properties which do not materially interfere with the present or proposed use of the applicable real property; (iv) Liens in favor of the Administrative Agent and the other Secured Parties securing the Obligations, including Liens on cash collateral; (v) Liens that secure the Prepetition Facilities; (vi) Liens in favor of the issuer of the Prepetition Existing Letters of Credit on the cash constituting cash collateral (and the deposit account holding such cash) in respect of the Prepetition Existing Letters of Credit pursuant to the XxxXxx Agreement; (b) transfer any provided that the amount of such cash collateral shall not exceed the lesser of (x) the amount thereof contemplated by the XxxXxx Agreement on August 17, 2015 and (y) 105% of the face amount of the Prepetition Existing Letters of Credit at such time; (vii) Liens in existence on the Petition Date and listed on Schedule 7.03; provided that (A) the Lien does not extend to any additional property or assets or the income or profits therefrom for the purpose of subjecting the same (other than accessions to equipment and proceeds thereof) and (B) to the payment of extent such amount secured constitutes Indebtedness, such Indebtedness or performance of any other obligation in priority to payment of its general creditors; is permitted by Section 7.02(c); (cviii) acquire, or agree or have an option to acquire, any property or assets upon Liens created after the Closing Date by conditional sale or other title retention agreements (including Capitalized Leases) or in connection with purchase money security agreementIndebtedness, device in each case, with respect to equipment and fixed assets acquired by any Credit Party or arrangement; (d) suffer any Subsidiary of a Credit Party, involving the incurrence of an aggregate amount of purchase money Indebtedness and obligations with respect to exist for a period conditional sale or title retention agreements of not more than thirty $100,000 outstanding at any one time for all such Liens (30provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within one hundred twenty (120) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) following such purchase and does not exceed 100% of the definition purchase price of the term "INDEBTEDNESS," subject assets); (ix) judgment Liens for the payment of money not constituting an Event of Default so long as the enforcement of such Lien has been effectively stayed and so long as such Lien is junior to the Lien in favor of the Administrative Agent granted under the DIP Order or the Security Documents; (x) Liens in favor of a banking institution encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry to secure usual and customary fees, returned items and other like exposure with respect to such account relating to deposit or without recourse; PROVIDED that the Borrower securities accounts maintained by Holdings or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:with such banking institution; (ixi) Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (xii) Liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings, provided that the applicable Credit Party or Subsidiary shall have set aside on its books adequate reserves in accordance with GAAP with respect thereto; (xiii) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods; (xiv) Liens on unearned insurance premiums securing the payment of financed insurance premiums so long as such financed amounts are promptly paid; provided that such Liens extend only to such insurance premiums or loss payment or similar payment from any insurance provider in an amount not in excess of any unpaid financed premiums; (xv) Liens on assets of a Subsidiary that is not a Credit Party in favor of a Credit Party or Subsidiary thereof, provided that, if such Liens relate to obligations under the Intercompany Note, such Liens are assigned to the Administrative Agent (or, in the Administrative Agent’s discretion, subject to a Subordination Agreement) pursuant to documentation and agreements in form and substance reasonably satisfactory to the Administrative Agent; and (xvi) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Prepetition Indebtedness owing by Subsidiaries of the Borrower Holders as adequate protection granted pursuant to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;DIP Order.

Permitted Liens. The Such Borrower will not, and the non-U.S. Subsidiaries thereof will not permit any of its Subsidiaries to, (a) create or incur incur, or suffer to be created or incurred or to exist exist, any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty forty-five (3045) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," “receivables” with or without recourse; PROVIDED provided that the such Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower Borrowers on all or part of the assets of Subsidiaries of the Borrower Borrowers securing Indebtedness owing by Subsidiaries of the Borrower Borrowers to the BorrowerBorrowers; or Liens in favor of any Subsidiary of the Borrowers on all or part of the assets of such Borrower securing Indebtedness owing by the Borrowers to Subsidiaries thereof; (ii) Liens to secure securing taxes, assessments and other government charges payment of which is not yet due or is being contested in respect of obligations not overdue compliance with Section 8.7; or Liens on properties to secure claims for labor, material or supplies in respect of obligations that are not overdueoverdue or are being contested in compliance with Section 8.7; (iii) deposits or pledges made by such Borrower or such Subsidiary in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligationslegislation, or to secure the performance of performance bonds, tenders, bids, leases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations in each case in the ordinary course of business; (iv) judgment Liens on properties of such Borrower or such Subsidiary in respect of judgments or awards that have been in force for less than the applicable period for taking do not constitute an appeal so long as execution is not levied thereunder or Event of Default under clause (i) of Section 13.1; (v) Liens in respect of which the any property of such Borrower or such Subsidiary shall at of carriers, warehousemen, mechanics and materialmen, and other like Liens, in existence less than 120 days from the date of creation thereof securing obligations that are not overdue or are being contested in compliance with Section 8.7; (vi) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens, other minor Liens and similar encumbrances on Real Estate of such Borrower or such Subsidiary, provided that none of such Liens (A) interferes materially with the use of the affected property in the ordinary conduct of the business of such Borrower or such Subsidiary, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens on any property or asset of such Borrower or any Subsidiary thereof existing on the date hereof and listed on Schedule 7.13 hereto, so long as such Liens secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(h), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (ix) any Lien existing on any property or asset prior to the acquisition thereof by such Borrower or any Subsidiary thereof or existing on any property or asset of any Person that becomes a Subsidiary of such Borrower after the date hereof prior to the time such Person becomes a Subsidiary of such Borrower; provided that (i) such Lien is not created in good faith be prosecuting an appeal contemplation of or proceedings in connection with such acquisition or such Person becoming a Subsidiary and (ii) 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 applicable, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (x) Liens securing Indebtedness permitted under clause (d) or (i) of Section 9.1; (xi) Liens in favor of the Administrative Agent for review the benefit of the Lenders and the Administrative Agent created under the Loan Documents; (xii) with respect to Lionbridge BV, any Lien created pursuant to the general conditions of a bank operating in respect the Netherlands based on the general conditions drawn up by the Netherlands Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) and the Consumers Union (Consumentenbond); and (xiii) licenses of which a stay intellectual property granted by such Borrower or any Subsidiary thereof in the ordinary course of execution shall have been obtained pending such appeal or review;business.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligationsobligations or other obligations incurred in the ordinary course of business or consistent with past practices or security or good faith deposits made in connection with a Permitted Acquisition which are not overdue; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, the Indebtedness with respect to which is permitted by §10.1(d); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate has a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property, other than Mortgaged Properties acquired after the date hereof, to secure Capitalized Leases or purchase money Indebtedness, in each case of the type and amount permitted by §10.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents and any Interest Rate Agreements with a Lender; (xi) Liens on leasehold interests created by the Borrower or any of its Subsidiaries, as lessee, in favor of any mortgagee of the leased premises to the extent not prohibited by the terms of the lease; (xii) Liens securing Indebtedness permitted by §10.1(f)(ii); (xiii) Liens constituting leasehold or license interests held by a lessee or licensee in respect of leases or licenses made by the Borrower or any of its Subsidiaries as lessor or licensor with respect to intellectual property, space or broadcast towers or sub-channel or broadcast spectrum or similar leases or licenses in each case entered into by the Borrower or such Subsidiary in the ordinary course of its business consistent with past practices; (xiv) Liens constituting leasehold or similar interests of sublessees, time share participants or other similar users in respect of any aircraft owned or leased by the Borrower or any Subsidiary; and (xv) Liens constituting options of Persons other than the Borrower or any Subsidiary to purchase Capital Stock of any non-wholly owned Subsidiary.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligationsobligations or other obligations incurred in the ordinary course of business or consistent with past practices or security or good faith deposits made in connection with a Permitted Acquisition which are not overdue; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, the Indebtedness with respect to which is permitted by §10.1(d); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate has a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property, other than Mortgaged Properties acquired after the date hereof, to secure Capitalized Leases or purchase money Indebtedness, in each case of the type and amount permitted by §10.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents and any Interest Rate Agreements with a Lender; (xi) Liens on leasehold interests created by the Borrower or any of its Subsidiaries, as lessee, in favor of any mortgagee of the leased premises to the extent not prohibited by the terms of the lease; (xii) Liens securing Indebtedness permitted by §10.1(f)(ii) which security interests or mortgages cover only the real or personal property so acquired; (xiii) Liens constituting leasehold or license interests held by a lessee or licensee in respect of leases or licenses made by the Borrower or any of its Subsidiaries as lessor or licensor with respect to intellectual property, space or broadcast towers or sub-channel or broadcast spectrum or similar leases or licenses in each case entered into by the Borrower or such Subsidiary in the ordinary course of its business consistent with past practices; and (xiv) Liens constituting options of Persons other than the Borrower or any Subsidiary to purchase Capital Stock of any non-wholly owned Subsidiary.

Permitted Liens. The Borrower Issuer will not, and will not permit Emmis OpCo or any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); PROVIDED provided that the Borrower Emmis OpCo or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: exist any Lien, deposit, pledge, encumbrance, security agreement or mortgage (i1) Liens to the extent expressly permitted by §10.2.1 of the OpCo Credit Agreement (and any permitted amendment thereto) and (2) for the avoidance of doubt, in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens OpCo Lenders and OpCo Administrative Agent to secure taxesthe OpCo Obligations under the OpCo Credit Agreement, assessments and other government charges any Permitted Refinancing Indebtedness; provided further that this §10.2.1 shall not apply to liens granted on the Subject Preferred Stock or the Issuer’s or Emmis OpCo’s right, title and interest in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;any TRS Transaction.

Permitted Liens. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned owned, leased or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure claims in respect of taxes, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which are being contested in good faith and for which adequate reserves have been set aside in accordance with GAAP; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations, statutory obligations, insurance contracts, performance bonds issued in the ordinary course of business and other similar obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or reviewreview and for which adequate reserves have been set aside in accordance with GAAP; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence in respect of obligations not overdue or which are being contested in good faith and for which adequate reserves have been set aside in accordance with GAAP; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens, liens that would be disclosed by an accurate survey, and other minor Liens, provided that none of such Liens (A) interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens existing on the Closing Date and listed on Schedule 10.2 hereto; (vii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by § 10.1(c), incurred in connection with the acquisition or lease of such property, which security interests or mortgages cover only the real or personal property so acquired or leased; (viii) Liens in favor of the Collateral Agent for the benefit of the Lenders and the Administrative Agent or the Collateral Agent under the Loan Documents and any Interest Rate Agreements; (ix) Liens which replace Liens otherwise permitted hereunder so long as (i) such replacement Liens do not secure Indebtedness in an amount in excess of the amount of the original Indebtedness secured thereby and (ii) such Liens encumber no more than the assets encumbered by the Liens replaced thereby; (x) claims and demands of the type specified in clause (d) above to the extent such claims or demands are not otherwise permitted pursuant to this § 10.2.1 if and to the extent such claims or demands (x) are not matured or due and payable or (y) are being actively contested in good faith and for which adequate reserves have been set aside in accordance with GAAP and; provided that any such claim or demand outstanding for more than ninety (90) days after the date on which it became due and payable does not exceed $5,000,000; and (xi) licenses of intellectual property granted in the ordinary course of business.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in respect of obligations not overdue or which the Borrower is diligently contesting in good faith; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) Liens to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, in each such case arising in the ordinary course of business; (ix) Liens with respect to Indebtedness permitted under Sections 9.1(f) and (i) hereof; and (x) other Liens not otherwise permitted hereunder, provided that such Liens do not secure Indebtedness in an aggregate amount outstanding or committed in excess of $25,000,000, which Indebtedness is also permitted under Section 9.1 hereof.

Permitted Liens. The Borrower will not, and will not permit None of the Credit Parties nor any of its Subsidiaries to, (a) will create or incur or suffer to be created or incurred or to exist any Lien upon any of its their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; therefrom other than: (bi) transfer any Liens of such property or assets or landlords, carriers, warehousemen, repairmen, mechanics and materialmen and other like Liens created in the income or profits therefrom ordinary course of business, for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of amounts overdue by not more than thirty (30) days after or which are being contested in good faith by appropriate proceedings and as to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP (it being understood that the same shall have been Administrative Agent may impose Reserves in its Permitted Discretion with respect to such Liens); (ii) Liens, pledges or deposits made or incurred any Indebtedness in connection with worker’s compensation, employee benefit plans, unemployment or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencyother insurance, old age pensions, or otherwiseother Social Security benefits, be given any priority whatsoever over its general creditors; in connection with statutory obligations or leases to which it is a party or to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds, letters of credit and other similar obligations or arising as a result of progress payments under government contracts or contracts with public utilities, in each case, in the ordinary course of business; (eiii) sellminor defects, assignirregularities, pledge encumbrances, easements, zoning restrictions, rights of way, and clouds on title as normally exist with respect to similar properties which do not materially interfere with the present or otherwise transfer any "RECEIVABLES" as defined in clause (g) proposed use or value of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:applicable Credit Party’s real property; (iiv) Liens in favor of the Borrower on all or part of Administrative Agent and the assets of Subsidiaries of other Secured Parties securing the Borrower securing Indebtedness owing by Subsidiaries of the Borrower Obligations, including, to the Borrowerextent constituting a Lien, Liens on the Administrative Agent’s interest in Reserved Cash; (v) Liens in existence on the Closing Date and listed on Schedule 7.03; provided that (i) the Lien does not extend to any additional property and (ii) Liens to secure taxesthe extent such amount secured constitutes Indebtedness, assessments such Indebtedness is permitted by Section 7.02(b), and other government charges in respect of obligations extensions, renewals and replacements thereof that do not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueincrease the outstanding principal amount thereof; (iiivi) deposits or pledges made Liens securing judgments for the payment of money not constituting an Event of Default so long as the enforcement of such Lien has been effectively stayed and so long as such Xxxx is junior to the Lien in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligationsfavor of the Administrative Agent granted under the Security Documents; (ivvii) Liens in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry to secure usual and customary fees, returned items and other like exposure with respect to such account relating to deposit or securities accounts maintained by any Credit Party with such banking institution; (viii) Liens for Taxes not yet due and payable or which are being contested in accordance with Section 6.08; (ix) Liens on properties unearned insurance premiums securing the payment of financed insurance premiums; provided that such Liens extend only to such insurance premiums or loss payment or similar payment from any insurance provider in respect an amount not in excess of judgments any unpaid financed premiums; (x) to the extent constituting a Lien, non-exclusive licenses of Intellectual Property (other than to the extent such licenses would restrict the ability of any Credit Party or awards the Administrative Agent to sell or license the subject Intellectual Property or impair the security interests granted to the Administrative Agent) in the ordinary course of business not interfering with the business of any Credit Party; (xi) Liens securing purchase money Indebtedness or Capitalized Lease obligations (and refinancings thereof) to the extent permitted under Section 7.01(i); provided that have been (i) such Lien attaches to such property concurrently with or within ninety (90) days after the acquisition thereof and (ii) such Lien attaches solely to the property so acquired in force for less than the applicable period for taking an appeal such transaction; (xii) Liens arising from precautionary uniform commercial code financing statements (or equivalent filings or registrations in foreign jurisdictions) filed under any real property or equipment lease permitted by this Agreement; (xiii) Liens consisting of cash collateral securing Indebtedness permitted under Section 7.02(f)(ii); and (xiv) other Liens so long as execution is the amount of Indebtedness secured by such Xxxxx does not levied thereunder or exceed $250,000 in respect of which the Borrower or such Subsidiary shall aggregate at the any time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;outstanding.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, : (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; ; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; ; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; ; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or and (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries any Subsidiary of the Borrower securing Indebtedness owing by Subsidiaries such Subsidiary of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in respect of obligations not overdue by more than 30 days or which are being contested in good faith and by appropriate proceedings; provided, that none of such Liens (x) interferes materially with the use of such property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, or (y) individually or in the aggregate have a Material Adverse Effect; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens; provided, that none of such Liens (x) interferes materially with the use of such property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, or (y) individually or in the aggregate have a Material Adverse Effect; (vii) Liens (A) existing on the date hereof and listed on Schedule 9.2 hereto, or (B) securing any extension, renewal or replacement of any obligations secured by any such Lien; provided, that (x) in respect of Liens permitted pursuant to clause (A) hereof, no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased from that existing on the Closing Date (as such Indebtedness may have been permanently reduced subsequent to the Closing Date), and (y) in respect of Liens permitted pursuant to clause (B) hereof, such Lien shall only cover the same assets which originally secured the obligations being extended, renewed or replaced; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §9.1(c) or Liens arising in connection with Capitalized Leases permitted by §9.1(c), in each case incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (xi) any interest or title of a lessor in connection with a Permitted Acquisition or any operating lease entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased; (xii) Liens arising by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution; (xiii) Liens incurred or deposits made to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of alike nature incurred in the ordinary course of business securing obligations not exceeding $2,500,000 in the aggregate; (xiv) Liens arising in the ordinary course of business out of consignment or similar arrangements for the sale of goods securing obligations not exceeding $100,000 in the aggregate; (xv) Liens securing Indebtedness described in §9.1(l); (xvi) [Intentionally Omitted]; (xvii) Liens consisting of the licensing of intellectual property in the ordinary course of business and consistent with past practices, including, without limitation, (i) that certain License Agreement between Borrower and Friendly’s Realty I, LLC, a Delaware limited liability company, (ii) that certain License Agreement between Borrower and Friendly’s Realty II, LLC, a Delaware limited liability company, (iii) that certain License Agreement between Borrower and Friendly’s Realty III, LLC, a Delaware limited liability company, and (iv) that certain Security and License Agreement between the Borrower and GE Capital Franchise Finance Corporation; provided, that the use of such licenses shall be limited to the Units subject to, and on which Liens have been granted in connection with, the FFCA Mortgage Financing; (xviii) Liens (A) in favor of the SPVs granted by the Borrower pursuant to the FFCA Master Leases and (B) in favor of GECC granted by the Borrower pursuant to the FFCA Amended and Restated Master Lease, and in each case at all times subject to the Security Interest Subordination Agreements; and (xix) Liens not otherwise permitted hereunder in an aggregate amount not to exceed $10,000.

Permitted Liens. The Borrower CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Borrower (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligationsobligations other than any Lien imposed by ERISA; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) covers any Container or Lease included in the Collateral, or interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the Closing Date and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens consisting of the interest of a lessee under any lease with respect to Containers where the Borrower or a Guarantor is the lessor; (xi) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(g) hereof (subject to all the provisos contained therein); provided that either (A)(1) such Liens encumber the same property (and no additional assets or property of the Borrower) as secured the Indebtedness that was so refinanced or renewed and (2) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal or (B) the Indebtedness secured by such liens is permitted under §9.1(l); (xii) interests of lessors in property leased to the Borrower or a Subsidiary shall at under §9.1(f); (xiii) other Liens on the time assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(n) or under §9.1(o); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal the Borrowing Base; and (xiv) Liens incurred by a Securitization Entity on assets of such Securitization Entity securing Indebtedness permitted under §9.1(m). Other than those Liens specified in clause (v), (ix) and (x) above, none of such Liens is permitted to encumber any Container or proceedings for review and Lease included in respect the calculation of which a stay of execution shall have been obtained pending such appeal or review;the Borrowing Base.

Permitted Liens. The Borrower CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens consisting of the interest of a lessee under any lease with respect to Containers where any Borrower or Guarantor is the lessor; (xi) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that (a) such Liens encumber the same property (and no additional assets or property of the Borrowers) as secured the Indebtedness that was so refinanced or renewed and (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal; (xii) interests of lessors in property leased to the Borrowers or a Subsidiary shall at under §9.1(f); and (xiii) other Liens on the time assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(m); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;the Borrowing Base and/or the Domestic Borrowing Base.

Permitted Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS," “Indebtedness”, with or without recourse; PROVIDED provided, that the Borrower or any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries a Restricted Subsidiary of the Borrower securing Indebtedness owing by Subsidiaries such Restricted Subsidiary of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or which the failure to pay does not result in noncompliance with §8.8 or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which the failure to pay does not result in noncompliance with §8.8; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations, and pledges and deposits to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature, in each case in the ordinary course of business; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Restricted Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days after the Borrower or such Restricted Subsidiary, as the case may be, has knowledge thereof and covering assets having a Net Book Value not in excess of $500,000; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided, that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §9.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and, if granted upon any asset included in the calculation of the Borrowing Base, shall be discharged in full within 120 days after the date on which such purchase money undertaking has been incurred; (ix) Liens arising out of the sale, assignment, pledge or transfer of assets to CLIF or any Additional Securitization Entities arising in connection with Permitted Securitizations; (x) Liens in favor of the Agent for the benefit of the Lenders and the Agent under the Loan Documents; (xi) Liens which are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1(d); provided, that (A) such Liens encumber the same property (and no additional assets or property of the Borrower or its Restricted Subsidiaries) as secured by the Indebtedness that was so refinanced or renewed, (B) the Liens securing the Indebtedness that was so refinanced or renewed were permitted under this §9.2, and (C) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal (except by the amount of any premium or fee paid or payable in connection with such extension, renewal or replacement); (xii) Liens in favor of lessors of property leased to the Borrower or a Restricted Subsidiary under §9.1(c); (xiii) Liens upon assets of the Borrower and any of its Restricted Subsidiaries subject to Capitalized Leases or Synthetic Leases to the extent such Capitalized Leases or Synthetic Leases are permitted by §§ 9.1(c) and 9.6, provided, that (x) such Liens only secure the payment of Indebtedness arising under such Capitalized Leases or Synthetic Leases and (y) the Liens encumbering the assets leased in such Capitalized Leases or Synthetic Leases do not encumber any other assets of the Borrower or any Subsidiary of the Borrower (other than proceeds of such leased assets); (xiv) Liens consisting of interests of lessees of the Containers, Chassis, Generators and Refrigeration Units or arising from precautionary UCC financing statement filings regarding leases entered into in the ordinary course; (xv) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and its Subsidiaries under Article IV of the Uniform Commercial Code; (xvi) Liens existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date pursuant to a Permitted Acquisition that exists prior to the time such Person becomes a Restricted Subsidiary of the Borrower; provided that (A) such Lien is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, (B) such Lien shall not apply to any other property or assets of the Borrower or any of its other Restricted Subsidiaries, (C) such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary of the Borrower, and (D) the Indebtedness secured by such Lien is permitted pursuant to §9.1(i); (xvii) Liens created by the Borrower pursuant to the CLIF Pledge Agreement and any substantially similar pledge created by the Borrower with respect to the Voting Stock and/or Capital Stock of any Additional Securitization Entity in connection with a Permitted Securitization; (xviii) [Reserved]; (xix) other Liens not permitted under the foregoing clauses securing Indebtedness or other obligations of the Borrower and/or its Restricted Subsidiaries permitted under §9.1(k).

Permitted Liens. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," receivables with or without recourse; PROVIDED provided that any of the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing purchase money Indebtedness and Capitalized Leases permitted under §9.1(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under §9.1(n); (viii) Other Liens in existence on the Closing Date and listed in Schedule 9.2; (ix) Liens securing acquired indebtedness under §9.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the final sentence of §9.1; and (x) Other Liens in an aggregate principal amount not to exceed $25,000,000 at any time outstanding. Each of the Borrowers covenants and agrees that if any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Lenders), such Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured. The covenants of each of the Borrowers contained herein shall only be in effect for so long as such Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by any of the Borrowers to ratably secure the Obligations hereunder.

Permitted Liens. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned owned, leased or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure claims in respect of taxes, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which are being contested in good faith and for which adequate reserves have been set aside in accordance with GAAP; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations, statutory obligations, insurance contracts, performance bonds issued in the ordinary course of business and other similar obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or reviewreview and for which adequate reserves have been set aside in accordance with GAAP; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence in respect of obligations not overdue or which are being contested in good faith and for which adequate reserves have been set aside in accordance with GAAP; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens, liens that would be disclosed by an accurate survey, and other minor Liens, provided that none of such Liens (A) interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens existing on the Closing Date and listed on Schedule 10.2 hereto; (vii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §10.1(d), incurred in connection with the acquisition or lease of such property, which security interests or mortgages cover only the real or personal property so acquired or leased; (viii) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (ix) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents and any Interest Rate Agreements; (x) Liens which replace Liens otherwise permitted hereunder so long as (i) such replacement Liens do not secure Indebtedness in an amount in excess of the amount of the original Indebtedness secured thereby and (ii) such Liens encumber no more than the assets encumbered by the Liens replaced thereby; (xi) claims and demands of the type specified in clause (d) above to the extent such claims or demands are not otherwise permitted pursuant to this §10.2.1 if and to the extent such claims or demands (x) are not matured or due and payable or (y) are being actively contested in good faith and for which adequate reserves have been set aside in accordance with GAAP and; provided that any such claim or demand outstanding for more than ninety (90) days after the date on which it became due and payable does not exceed $5,000,000; and (xii) licenses of intellectual property granted in the ordinary course of business.

Permitted Liens. The Borrower will not, and nor will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," receivables with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing Indebtedness permitted under §8.1(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under §8.1(m); (viii) Other Liens in existence on the Closing Date and listed in Schedule 8.2; (ix) Liens securing acquired indebtedness under §8.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the final sentence of §8.1; and (x) Other Liens in an aggregate principal amount not to exceed $25,000,000 at any time outstanding. The Borrower covenants and agrees that if any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Lenders), the Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured. The covenants of the Borrower contained herein shall only be in effect for so long as the Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower to ratably secure the Obligations hereunder.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESS," Indebtedness", with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties other than Mortgaged Properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties other than Mortgaged Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics, and materialmen, and other like Liens on properties other than Mortgaged Properties, in existence less than 120 days from the date of creation thereof in respect of obligations which are not overdue; (v) encumbrances on Real Estate other than the Mortgaged Properties consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower is a party, and other minor Liens provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens existing on the date hereof and listed on Schedule 10.2 hereto;

Permitted Liens. The Borrower Such Loan Party will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower any Loan Party or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations, other than any Lien imposed by ERISA; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the Restatement Date and listed on Schedule 9.2 hereto; provided that such Liens do not encumber any Collateral; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Restatement Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens securing the Senior Revolving Credit Facility as in effect from time to time; provided that such Liens do not encumber or extend to any of the Collateral; (a) Liens consisting of the interest of a lessee under any lease with respect to Containers or Railcars where a Loan Party or a Subsidiary is the lessor, and (b) any Lien permitted by such lease or other Liens arising by or through the applicable Lessee; provided that in the case of clause (b), the Lessee is required to discharge such Lien in accordance with the terms of the related lease, in any event before such Lien results in a loss of the related Collateral; (xii) Liens on the property listed on Schedule 9.2 hereto as in effect on the Restatement Date that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(i) hereof (subject to all the provisos contained therein); provided that (a) such Liens encumber the same property (and no additional assets or property of the Loan Parties) as secured the Indebtedness that was so refinanced or renewed, (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal and (c) such Liens do not encumber any Collateral; (xiii) interests of lessors in property leased to the Loan Parties or a Subsidiary under §9.1(e) or §9.1(j); (xiv) other Liens on the assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(o) or §9.1(p); provided that such Liens do not encumber (x) any Collateral or (y) the railcar management system used by the Borrower or in the ordinary course of its business; and (xv) Liens incurred by a Securitization Entity on assets of such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;Securitization Entity securing Indebtedness permitted under §9.1(n).

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; and (ix) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents and any Hedging Agreements.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer therefrom or assign or sell any of such property or assets or the income or profits therefrom for revenues (including the purpose assignment of subjecting the same right to collections or other payments on any accounts receivable, but excluding the actual sale by the Borrower or a Subsidiary of accounts receivable of the Borrower or such Subsidiary without recourse to the payment of Indebtedness Borrower or performance such Subsidiary to a Person which is not an Affiliate) or rights in respect of any other obligation in priority to payment of its general creditorsthereof; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist, so long as no Default or Event of Default has occurred and is continuing or would exist as a result thereof: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or which are being contested in compliance with Section 8.7 hereof or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days or are being contested in compliance with Section 8.7 hereof; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) Liens to secure Indebtedness permitted by Section 9.1(h); (ix) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (x) Liens in favor of customs and revenues authorities arising in the ordinary course of business and as a matter of law to secure payment of customs duties in connection with the importation of goods; (xi) Liens that may be deemed to arise pursuant to the Permitted Receivables Financing; (xii) Liens existing in accordance with the Indebtedness permitted by Section 9.1(d) hereof securing permitted extensions, refundings and refinancings of the Indebtedness provided for therein; (xiii) Liens consisting of the interests of a Person under an operating lease; (xiv) Liens consisting of any rights retained by a seller or shipper of goods in such goods prior to receipt of payment therefor during the shipment of such goods from the seller to the buyer (but which rights are terminated upon the buyer accepting receipt of such goods); (xv) to the extent the transferring of an interest in an equipment lease or service or use agreement is considered a Lien, Liens arising in connection with the Borrower's managed print services or equipment leasing programs pursuant to which the Borrower transfers certain of its interests under specified equipment leases or service or use agreements to an unaffiliated Person but retains certain rights to get paid for services to be provided by the Borrower to the lessee thereunder for supplies to be used in and servicing of such equipment; and (xvi) Liens arising in the ordinary course of business which (1) do not secure Indebtedness, (2) do not secure obligations in an aggregate amount exceeding $25,000,000 and (3) do not in the aggregate materially detract from the value of the assets of the Borrower and its Subsidiaries or materially impair the use thereof in the operation of their respective businesses.

Permitted Liens. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it them that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the a Borrower on all or part of the assets of Subsidiaries a Borrower or a Subsidiary of the a Borrower securing Indebtedness owing by Subsidiaries such Borrower or Subsidiary of the Borrower to the a Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Borrowers or such Subsidiary their Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §9.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and secure only the purchase price therefor; (ix) Liens in favor of the Collateral Agent or the Administrative Agent for the benefit of the Lenders, the Administrative Agent or the Collateral Agent under the Loan Documents and any Hedging Agreement; (x) statutory Liens under the California Producer’s Liens Law in favor of California sellers of farm products and statutory Liens in favor of California sellers of PACA Commodities and tree and viticultural fruit so long as the Borrowers are in compliance with §8.14; (xi) Liens on the Hxxxxxx Collateral securing the Indebtedness evidenced by the Hxxxxxx Amended and Restated Note Agreement Documents and the Hxxxxxx Signature Note Agreement Loans; (xii) Liens on the Alliance Collateral (as defined in the Intercreditor Agreement) in favor of the Collateral Agent for the benefit of the Lenders, the Administrative Agent, the Collateral Agent and the holders of the Hxxxxxx Amended and Restated Note Agreement Loans; and (xiii) Liens on the Revolving Lender Collateral (as defined in the Intercreditor Agreement) in favor of the Collateral Agent for the benefit of the Lenders, the Administrative Agent and the Collateral Agent.

Permitted Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS," “Indebtedness”, with or without recourse; PROVIDED provided, that the Borrower or any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries a Restricted Subsidiary of the Borrower securing Indebtedness owing by Subsidiaries such Restricted Subsidiary of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or which the failure to pay does not result in noncompliance with §8.8 or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which the failure to pay does not result in noncompliance with §8.8; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations, and pledges and deposits to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature, in each case in the ordinary course of business; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Restricted Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days after the Borrower or such Restricted Subsidiary, as the case may be, has knowledge thereof and covering assets having a Net Book Value not in excess of $500,000; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided, that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §9.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and, if granted upon any asset included in the calculation of the Borrowing Base, shall be discharged in full within 120 days after the date on which such purchase money undertaking has been incurred; (ix) Liens arising out of the sale, assignment, pledge or transfer of assets to CLIF, XXXX XX, XXXX III or any Additional Securitization Entities arising in connection with Permitted Securitizations; (x) Liens in favor of the Agent for the benefit of the Lenders and the Agent under the Loan Documents; (xi) Liens which are granted to secure any Refinancing or renewal of Indebtedness permitted under §9.1(d) or §9.1(f); provided, that (A) such Liens encumber the same property (and no additional assets or property of the Borrower or its Restricted Subsidiaries) as secured by the Indebtedness that was so Refinanced or renewed (except in connection with any future financings of newly acquired assets under such replacement facility), (B) the Liens securing the Indebtedness that was so Refinanced or renewed were permitted under this §9.2, and (C) the aggregate amount of Indebtedness secured by such property has not increased as a result of such Refinancing or renewal (except by the amount of any premium or fee paid or payable in connection with such extension, renewal or replacement and in connection with any future financing of newly acquired assets under such replacement facility); (xii) Liens in favor of lessors of property leased to the Borrower or a Restricted Subsidiary under §9.1(c); (xiii) Liens upon assets of the Borrower and any of its Restricted Subsidiaries subject to Capitalized Leases or Synthetic Leases to the extent such Capitalized Leases or Synthetic Leases are permitted by §§ 9.1(c) and 9.6, provided, that (x) such Liens only secure the payment of Indebtedness arising under such Capitalized Leases or Synthetic Leases and (y) the Liens encumbering the assets leased in such Capitalized Leases or Synthetic Leases do not encumber any other assets of the Borrower or any Subsidiary of the Borrower (other than proceeds of such leased assets); (xiv) Liens consisting of interests of lessees of the Containers, Chassis, Generators and Refrigeration Units or arising from precautionary UCC financing statement filings regarding leases entered into in the ordinary course; (xv) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and its Subsidiaries under Article IV of the Uniform Commercial Code; (xvi) Liens existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date pursuant to a Permitted Acquisition that exists prior to the time such Person becomes a Restricted Subsidiary of the Borrower; provided that (A) such Lien is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, (B) such Lien shall not apply to any other property or assets of the Borrower or any of its other Restricted Subsidiaries, (C) such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary of the Borrower, and (D) the Indebtedness secured by such Lien is permitted pursuant to §9.1(i); (xvii) Liens created by the Borrower pursuant to the CLIF Pledge Agreement, the CLIF III Pledge Agreement and any substantially similar pledge created by the Borrower with respect to the Voting Stock and/or Capital Stock of any Additional Securitization Entity in connection with a Permitted Securitization and any pledge of such Voting Stock and/or Capital Stock of any Additional Securitization Entity pursuant to a Recourse Guaranty in connection with a Permitted Securitization of the type described in clause (c) of the definition of such term; and (xviii) other Liens not permitted under the foregoing clauses securing Indebtedness or other obligations of the Borrower and/or its Restricted Subsidiaries permitted under §9.1(k).

Permitted Liens. The Borrower CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Borrower to Persons who are not Affiliates of the Borrower (in each case, as permitted hereunder) and subsequently managed by the Borrower shall not be considered a Lien upon the property or assets of the Borrower; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens consisting of the interest of a lessee under any lease with respect to Containers where the Borrower or a Guarantor is the lessor; (xi) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that (a) such Liens encumber the same property (and no additional assets or property of the Borrower) as secured the Indebtedness that was so refinanced or renewed and (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal; (xii) interests of lessors in property leased to the Borrower or a Subsidiary shall at under §9.1(f); (xiii) Liens incurred by a Securitization entity in connection with a Securitization; and (xiv) other Liens on the time assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(n); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;the Borrowing Base.

Permitted Liens. The Borrower Such Loan Party will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower any Loan Party or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; provided that as described on Schedule 9.2, such Liens do not encumber any Collateral; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Restatement Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens securing the Senior Revolving Credit Facility as in effect from time to time; provided that such Liens do not encumber or extend to any of the Collateral; (a) Liens consisting of the interest of a lessee under any lease with respect to Railcars where a Loan Party is the lessor, and (b) any Lien permitted by such Lease or other Liens arising by or through the applicable Lessee; provided that in the case of clause (b), the Lessee is required to discharge such Lien in accordance with the terms of the related Lease, in any event before such Lien results in a loss of the related Collateral; (xii) Liens on the property listed on Schedule 9.2 hereto as in effect on the Restatement Date that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that (a) such Liens encumber the same property (and no additional assets or property of the Loan Parties) as secured the Indebtedness that was so refinanced or renewed, (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal and (c) such Liens do not encumber any Collateral; (xiii) interests of lessors in property leased to the Loan Parties or a Subsidiary under §9.1(f); (xiv) other Liens on the assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(n); provided that such Liens do not encumber (x) any Collateral or (y) the railcar management system used by the Borrower or in the ordinary course of its business; and (xv) Liens incurred by a Securitization Entity on assets of such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;Securitization Entity securing Indebtedness permitted under §9.1(m).

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur Create or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquiredProperty, or upon except the income or profits therefrom; following (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquirecollectively, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:“Permitted Liens”): (ia) Liens in favor of the Borrower on all Agents (or part any of them) for the benefit of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower Secured Parties granted pursuant to the Borrowerany Loan Document; (iib) Liens securing the Term Loan Debt; provided that such Liens are expressly subordinate and junior in priority to the Liens securing the Obligations pursuant to the Intercreditor Agreement; (c) Liens to secure taxes, assessments and other government charges Taxes in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or Liens on properties Properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (iiid) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security or like obligations; (ive) Liens on properties Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the a Borrower or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (f) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on Properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (g) encumbrances on Real Estate consisting of easements, servitudes, rights of way, zoning restrictions, restrictions on the use of Real Estate and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the Property affected in the Ordinary Course of Business, and (B) individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect; (h) Liens existing on the [Fifth]Ninth Amendment Effective Date (other than Permitted Liens pursuant to clauses (a), (b), (g), (i), (j), (m), (q) and (r) of this Section 10.2.2) and listed on Schedule 10.2.2 hereto; (i) purchase money security interests in or purchase money mortgages or vendors’ hypothecs on Property acquired after the date hereof to secure purchase money Debt of the type and amount permitted by Section 10.2.1(g), incurred in connection with the acquisition of such Property, which security interests, vendors’ hypothecs, mortgages, conditional sales agreements, installment sales agreements or other like title retention agreements with respect to Property acquired cover only the Property so acquired, together with the accessories thereto and proceeds thereof; (j) the Rolex Liens and any Liens in favor of Rolex Canada Ltd. to the extent constituting valid and perfected purchase money security interests in accordance with Applicable Law; (k) Liens of a bank or financial institution with respect to funds deposited with such institution, including in respect of contractual rights of set-off; (l) Liens representing the replacement, extension or renewal of any Liens permitted in clauses (a) through (k) above, provided that (A) any such replacement, extension or renewal Liens shall encumber the same Property (and no additional Property of the Loan Parties) as covered by the Liens that are so replaced, extended or renewed, and (B) the aggregate amount of Debt secured by such Property has not increased as a result of or in connection with such replacement, extension or renewal; (m) Liens securing the Quebec Subordinated Debt permitted pursuant to Section 10.2.1(c), provided that such Liens shall, at all times be, subordinate and junior in priority to the Liens securing the Obligations pursuant to the Quebec Subordination Agreements; (n) [Reserved]; (o) Liens created in connection with any goods or merchandise on consignment in which any Loan Party acts as “consignor”, provided that the Borrowers shall have delivered written notice to the Administrative Agent of the applicable Loan Party’s intention to enter into such consignment arrangements at least ten (10) days prior to the entry thereof and shall have provided the Administrative Agent complete copies of the proposed consignment agreements (if any); (p) [Reserved]; (q) Liens securing any Additional Subordinated Debt permitted under Section 10.2.1(l), provided that such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations pursuant to a Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders; and (r) Liens securing the Xxxxxxx Debt permitted under Section 10.2.1(m) and Liens securing the obligations of the Loan Parties under the Xxxxxxx Debt Documents in respect of the consignment arrangements described therein, provided that, in each case, such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations to the extent provided in the Xxxxxxx Subordination Agreement or another Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders. Any reference in any of the Loan Documents to a Permitted Lien is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.

Permitted Liens. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower Borrowers on all or part of the assets of Subsidiaries of the Borrower Borrowers securing Indebtedness owing by Subsidiaries of the Borrower Borrowers to the BorrowerBorrowers; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Borrowers or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, PROVIDED that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on SCHEDULE 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (ix) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (x) The Rolex Liens; (xi) Liens of a bank or financial institution with respect to funds deposited with such institution; (xii) Liens in favor of Citicorp USA, Inc. in existence immediately prior to the Closing Date that are paid and satisfied in full and released on the Closing Date as a result of the application of a Borrower's cash on hand on the Closing Date and/or the proceeds of the Revolving Credit Loan or the Tranche B Loan being made on the Closing Date.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur Create or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquiredProperty, or upon except the income or profits therefrom; following (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquirecollectively, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:“Permitted Liens”): (ia) Liens in favor of the Borrower on all Agents (or part any of them) for the benefit of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower Secured Parties granted pursuant to the Borrowerany Loan Document; (iib) Liens securing the Term Loan Debt; provided that such Liens are expressly subordinate and junior in priority to the Liens securing the Obligations pursuant to the Intercreditor Agreement; (c) Liens to secure taxes, assessments and other government charges Taxes in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or Liens on properties Properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (iiid) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security or like obligations; (ive) Liens on properties Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the a Borrower or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (f) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on Properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (g) encumbrances on Real Estate consisting of easements, servitudes, rights of way, zoning restrictions, restrictions on the use of Real Estate and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the Property affected in the Ordinary Course of Business, and (B) individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect; (h) Liens existing on the date hereof (other than Permitted Liens pursuant to clauses (a), (b), (j), (m), (q) and (r) of this Section 10.2.2) and listed on Schedule 10.2.2 hereto; (i) purchase money security interests in or purchase money mortgages or vendors’ hypothecs on Property acquired after the date hereof to secure purchase money Debt of the type and amount permitted by Section 10.2.1(g), incurred in connection with the acquisition of such Property, which security interests, vendors’ hypothecs, mortgages, conditional sales agreements, installment sales agreements or other like title retention agreements with respect to Property acquired cover only the Property so acquired, together with the accessories thereto and proceeds thereof; (j) the Rolex Liens and any Liens in favor of Rolex Canada Ltd. to the extent constituting valid and perfected purchase money security interests in accordance with Applicable Law; (k) Liens of a bank or financial institution with respect to funds deposited with such institution, including in respect of contractual rights of set-off; (l) Liens representing the replacement, extension or renewal of any Liens permitted in clauses (a) through (k) above, provided that (A) any such replacement, extension or renewal Liens shall encumber the same Property (and no additional Property of the Loan Parties) as covered by the Liens that are so replaced, extended or renewed, and (B) the aggregate amount of Debt secured by such Property has not increased as a result of or in connection with such replacement, extension or renewal; (m) Liens securing the Quebec Subordinated Debt permitted pursuant to Section 10.2.1(c), provided that such Liens shall, at all times be, subordinate and junior in priority to the Liens securing the Obligations pursuant to the Quebec Subordination Agreements; (n) [Reserved]; (o) Liens created in connection with any goods or merchandise on consignment in which any Loan Party acts as “consignor”, provided that the Borrowers shall have delivered written notice to the Administrative Agent of the applicable Loan Party’s intention to enter into such consignment arrangements at least ten (10) days prior to the entry thereof and shall have provided the Administrative Agent complete copies of the proposed consignment agreements (if any); (p) [Reserved]; (q) Liens securing any Additional Subordinated Debt permitted under Section 10.2.1(l), provided that such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations pursuant to a Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders; and (r) Liens securing the Xxxxxxx Debt permitted under Section 10.2.1(m) and Liens securing the obligations of the Loan Parties under the Xxxxxxx Debt Documents in respect of the consignment arrangements described therein, provided that, in each case, such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations to the extent provided in the Xxxxxxx Subordination Agreement or another Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders.

Permitted Liens. The Borrower will not, and will not Create or permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon on any of its property or assets of any character whether now owned or hereafter acquiredproperty, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale revenues or other title retention assets, present or purchase money security agreementfuture, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to existSubsidiary, except for any Lien: (i) Liens arising from any tax, assessment or other governmental charge or other Lien arising by operation of law, in favor each case if the obligation underlying any such Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings so long as: (A) those proceedings do not involve any substantial danger of the sale, forfeiture or loss of any part of the Project, title thereto or any interest therein, nor interfere in any material respect with the use or disposition thereof or the implementation of the Project or the carrying on of the business of the Borrower on all or part of the assets of Subsidiaries of any Subsidiary; and (B) the Borrower securing Indebtedness owing by Subsidiaries of has set aside adequate reserves sufficient to promptly pay in full any amounts that the Borrower may be ordered to the Borrowerpay on final determination of any such proceedings; (ii) Liens created in favor of IFC in connection with any loan (other than the C Loan) from IFC to secure taxesthe Borrower or any Subsidiary pursuant to the proposed financing arrangements described under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity, assessments Capital Resources and other government charges Capital Expenditures” in respect of obligations not overdue or Liens the Borrower’s quarterly report on properties to secure claims Form 10-Q for laborthe period ended September 30, material or supplies in respect of obligations not overdue2007 (the “IFC Senior Loan Financing”); (iii) deposits or pledges made created in favor of any lender (other than IFC) in connection withwith the refinancing of all or any portion of the IFC Senior Loan Financing; provided, however, that (x) such indebtedness of the Borrower or any Subsidiary to secure such lender shall be in an amount not to exceed the principal amount of the IFC Senior Loan Financing so refinanced (including accrued interest from the last scheduled payment ofof interest on such indebtedness, workmen's compensationfees, unemployment insurancepremium (if applicable) and other amounts and expenses related to such refinancing), old age pensions or other social security obligations;(y) the average life shall not be shorter than that of the IFC Senior Loan Financing being refinanced (as calculated based on the principal amounts outstanding at the time of such refinancing), and (z) the final maturity of such indebtedness shall not be shorter than the earlier of the final maturity of the C Loan and the final maturity of the IFC Senior Loan Financing; and (iv) Liens on properties created in respect favor of judgments or awards any lender (other than IFC) in connection with a senior debt financing incurred in the principal amount not to exceed one hundred fifty million Dollars ($150,000,000) and for the same purposes as the IFC Senior Loan Financing; provided, however, that have been in force such senior debt financing is a customary borrowing base financing for less than the applicable period for taking oil and gas industry, whereby the borrowing base is linked to an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or reviewindependently certified reserve report;

Permitted Liens. The Borrower Such Loan Party will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower any Loan Party or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; provided that as described on Schedule 9.2, such Liens do not encumber any Collateral; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Restatement Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens securing the Senior Revolving Credit Facility as in effect on the Restatement Date; provided that such Liens do not encumber any Collateral; (a) Liens consisting of the interest of a lessee under any lease with respect to Railcars where a Loan Party is the lessor, and (b) any Lien permitted by such Lease or other Liens arising by or through the applicable Lessee; provided that in the case of clause (b), the Lessee is required to discharge such Lien in accordance with the terms of the related Lease, in any event before such Lien results in a loss of the related Collateral; (xii) Liens on the property listed on Schedule 9.2 hereto as in effect on the Restatement Date that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that (a) such Liens encumber the same property (and no additional assets or property of the Loan Parties) as secured the Indebtedness that was so refinanced or renewed, (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal and (c) such Liens do not encumber any Collateral; (xiii) interests of lessors in property leased to the Loan Parties or a Subsidiary under §9.1(f); (xiv) other Liens on the assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(n); provided that such Liens do not encumber (x) any Collateral or (y) the railcar management system used by the Borrower or in the ordinary course of its business; and (xv) Liens incurred by a Securitization Entity on assets of such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;Securitization Entity securing Indebtedness permitted under §9.1(m).

Permitted Liens. The Borrower will not, and will not permit --------------- any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or -------- incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties for which adequate reserves have been established (to secure claims for labor, material or supplies in respect of obligations not overduethe extent required by GAAP); (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;; and (iv) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur Create or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquiredProperty, or upon except the income or profits therefrom; following (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquirecollectively, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:“Permitted Liens”): (ia) Liens in favor of the Borrower on all Agents (or part any of them) for the benefit of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower Secured Parties granted pursuant to the Borrowerany Loan Document; (iib) Liens securing the Term Loan Debt; provided that such Liens are expressly subordinate and junior in priority to the Liens securing the Obligations pursuant to the Intercreditor Agreement; (c) Liens to secure taxes, assessments and other government charges Taxes in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or Liens on properties Properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (iiid) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security or like obligations; (ive) Liens on properties Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the a Borrower or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (f) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on Properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (g) encumbrances on Real Estate consisting of easements, servitudes, rights of way, zoning restrictions, restrictions on the use of Real Estate and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the Property affected in the Ordinary Course of Business, and (B) individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect; (h) Liens existing on the [date hereof]Fifth Amendment Effective Date (other than Permitted Liens pursuant to clauses (a), (b), (j), (m), (q) and (r) of this Section 10.2.2) and listed on Schedule 10.2.2 hereto; (i) purchase money security interests in or purchase money mortgages or vendors’ hypothecs on Property acquired after the date hereof to secure purchase money Debt of the type and amount permitted by Section 10.2.1(g), incurred in connection with the acquisition of such Property, which security interests, vendors’ hypothecs, mortgages, conditional sales agreements, installment sales agreements or other like title retention agreements with respect to Property acquired cover only the Property so acquired, together with the accessories thereto and proceeds thereof; (j) the Rolex Liens and any Liens in favor of Rolex Canada Ltd. to the extent constituting valid and perfected purchase money security interests in accordance with Applicable Law; (k) Liens of a bank or financial institution with respect to funds deposited with such institution, including in respect of contractual rights of set-off; (l) Liens representing the replacement, extension or renewal of any Liens permitted in clauses (a) through (k) above, provided that (A) any such replacement, extension or renewal Liens shall encumber the same Property (and no additional Property of the Loan Parties) as covered by the Liens that are so replaced, extended or renewed, and (B) the aggregate amount of Debt secured by such Property has not increased as a result of or in connection with such replacement, extension or renewal; (m) Liens securing the Quebec Subordinated Debt permitted pursuant to Section 10.2.1(c), provided that such Liens shall, at all times be, subordinate and junior in priority to the Liens securing the Obligations pursuant to the Quebec Subordination Agreements; (n) [Reserved]; (o) Liens created in connection with any goods or merchandise on consignment in which any Loan Party acts as “consignor”, provided that the Borrowers shall have delivered written notice to the Administrative Agent of the applicable Loan Party’s intention to enter into such consignment arrangements at least ten (10) days prior to the entry thereof and shall have provided the Administrative Agent complete copies of the proposed consignment agreements (if any); (p) [Reserved]; (q) Liens securing any Additional Subordinated Debt permitted under Section 10.2.1(l), provided that such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations pursuant to a Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders; and (r) Liens securing the Xxxxxxx Debt permitted under Section 10.2.1(m) and Liens securing the obligations of the Loan Parties under the Xxxxxxx Debt Documents in respect of the consignment arrangements described therein, provided that, in each case, such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations to the extent provided in the Xxxxxxx Subordination Agreement or another Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders.

Permitted Liens. The No Borrower will, nor will not, and will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the any Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower Borrowers on all or part of the assets of Subsidiaries of the Borrower Borrowers securing Indebtedness owing by Subsidiaries of the Borrower Borrowers to the BorrowerBorrowers; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which are being contested in good faith by appropriate proceedings diligently conducted and as to which adequate reserves with respect thereto are maintained in accordance with GAAP; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations or to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred, in each case, in the ordinary course of business; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the any Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule10.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; and (ix) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents and any Hedging Agreements.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligationsobligations which are not overdue; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, the Indebtedness with respect to which is permitted by §10.1(d); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate has a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property, other than Mortgaged Properties acquired after the date hereof, to secure Capitalized Leases or purchase money Indebtedness, in each case of the type and amount permitted by §10.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents and any Interest Rate Agreements with a Lender; (xi) Liens on leasehold interests created by the Borrower or any of its Subsidiaries, as lessee, in favor of any mortgagee of the leased premises to the extent not prohibited by the terms of the lease; (xii) Liens securing Indebtedness permitted by §10.1(f)(ii); (xiii) Liens constituting leasehold or license interests held by a lessee or licensee in respect of leases or licenses made by the Borrower or any of its Subsidiaries as lessor or licensor with respect to intellectual property, space or broadcast towers or sub-channel or broadcast spectrum or similar leases or licenses in each case entered into by the Borrower or such Subsidiary in the ordinary course of its business consistent with past practices; (xiv) Liens constituting leasehold or similar interests of sublessees, time share participants or other similar users in respect of any aircraft owned or leased by the Borrower or any Subsidiary; and (xv) Liens constituting options of Persons other than the Borrower or any Subsidiary to purchase Capital Stock of any non-wholly owned Subsidiary.

Permitted Liens. The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower any Loan Party or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower Borrowers on all or part of the assets of Subsidiaries of the Borrower Borrowers securing Indebtedness owing by Subsidiaries of the Borrower Borrowers to the BorrowerBorrowers; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which are being contested in good faith by appropriate proceedings diligently conducted and as to which adequate reserves with respect thereto are maintained in accordance with GAAP; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations (other than any Lien imposed by ERISA) or to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred, in each case, in the ordinary course of business; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower any Loan Party or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Loan Parties and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §10.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; and (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties under the Loan Documents and any Hedging Agreements.

Permitted Liens. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "“RECEIVABLES" ” as defined in clause (g) of the definition of the term "“INDEBTEDNESS," ” with or without recourse; PROVIDED that the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue yet due and payable or Liens on properties to secure claims for labor, material or supplies in respect which are the subject of obligations not overduea Permitted Protest; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Borrowers or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens arising by operation of law in favor of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue incurred in the ordinary course of business and not in connection with the incurrence of Indebtedness; (v) Liens arising from deposits made in connection with obtaining workers compensation or other unemployment insurance or other social security legislation; (vi) Liens or deposits to secure performance of bids, tenders, utility contracts or Leases (to the extent not prohibited under this Agreement) incurred in the ordinary course of business of the Borrowers and not in connection with the incurrence of Indebtedness; (vii) A Lien on the existing and hereafter acquired assets of FAO and Xxxxxxx in favor of the KBB Existing Indebtedness Holders to secure the KBB Existing Indebtedness, to the extent allowed under and pursuant to the Plan of Reorganization, in favor of the KBB Existing Indebtedness Holders, subordinated to the Agent pursuant to an intercreditor and subordination agreement acceptable to the Agent and the Tranche B Lender; (viii) A Lien on the existing Equipment (as of the Closing Date), other than Equipment subject to the PNC Existing Lien, of FAO, Xxxxxxx and ZB in favor of the Kayne Existing Indebtedness Holders, securing the Kayne Existing Indebtedness, to the extent allowed under and pursuant to the Plan of Reorganization, and securing, if hereafter incurred, the Kayne Credit Support Indebtedness and the Equipment Financing Indebtedness to the extent permitted hereunder, superior to the Lien of the Agent in such Equipment, but subject in each case to an intercreditor and subordination agreement in form and substance acceptable to the Agent and the Tranche B Lender; (ix) The PNC Existing Lien securing the PNC Existing Indebtedness, to the extent allowed under and pursuant to the Plan of Reorganization, subject to an intercreditor agreement in form and substance acceptable to the Agent and the Tranche B Lender; (x) purchase money security interests in personal property (other than Inventory) acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(c) (including without limitation Capitalized Leases), incurred in connection with the acquisition of such personal property, which security interests cover only the personal property so acquired; (xi) Liens in favor of the Agent for the benefit of the Lenders and the Agent under the Loan Documents; (xii) Liens of a bank or financial institution with respect to funds deposited with such institution; (xiii) Liens replacing existing Liens pursuant to a Refinancing permitted hereunder (if such original Lien was permitted hereunder to secure the Indebtedness refinanced thereby); (xiv) Liens on specific assets (and not Inventory, Accounts or so-called “blanket” Liens) arising by reason of security for the surety bond obligations permitted under Section 9.1(g); (xv) Liens in favor of customs brokers in the ordinary course of business, provided the Agent has received from such customs brokers customs broker agreements in favor of the Agent, reasonably satisfactory in form and substance to the Agent and the Tranche B Lender; (xvi) Liens of credit card processors to secure credit card processing services, provided such Lien is subordinated to the Lien of the Agent on written terms reasonably satisfactory to the Agent and the Tranche B Lender; and (xvii) cash collateral in the amount of $230,000 in favor of First Union National Bank, securing its standby letter of credit described in SCHEDULE 9.1.

Permitted Liens. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," receivables with or without recourse; PROVIDED provided that any of the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist:: DB3/ 204224713.6 (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxesTaxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics, repairmen and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing Indebtedness permitted under §9.1(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under §9.1(n); (viii) other Liens in existence on the Closing Date and listed in Schedule 9.2; (ix) Liens securing acquired indebtedness under §9.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the penultimate sentence of §9.1; (x) Liens securing Indebtedness under §9.1(d)(2), solely to the extent equal and ratable Liens have been provided with respect to the Obligations in accordance with, and pursuant to, the last paragraph of this §9.2.1; (xi) other Liens in an aggregate principal amount not to exceed $40,000,000 at any time outstanding; (xii) Liens or deposits to secure the performance of bids, tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations; DB3/ 204224713.6 91 (xiii) Liens arising from Uniform Commercial Code financing statements, including precautionary financing statements, or any similar filings made in respect of operating leases or consignments entered into by any of the Borrowers or any of its Subsidiaries; (xiv) leases, licenses, subleases or sublicenses granted to others that do not interfere in any material respect with the business of the Borrowers and their Subsidiaries, taken as a whole; (xv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (xvi) Liens arising out of the conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by BGI or any of its Subsidiaries in the ordinary course of business consistent with past practices of such Person; (xvii) Liens securing obligations as contemplated by §5.13; (xviii) rights of setoff, bankers’ liens and other similar Liens encumbering assets held in or credited to one or more deposit, securities or other similar accounts maintained by any of the Borrowers and their Subsidiaries; and (xix) Liens of a collection bank arising in the ordinary course of business under Section 4-208 or 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon. Each of the Borrowers covenants and agrees that if it or any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Lenders), such Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured. The covenants of each of the Borrowers contained herein shall only be in effect for so long as such Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by any of the Borrowers to ratably secure the Obligations hereunder. DB3/ 204224713.6 92

Permitted Liens. The Borrower will Lessee shall not, and will not permit any of its Subsidiaries todirectly or indirectly, (a) create or incur create, incur, assume or suffer to be created or incurred or to exist any Lien upon on or with respect to this Lease, any Item of its property Equipment, title thereto or assets any interest therein, except (i) the respective rights of any character whether now owned or hereafter acquired, or upon the income or profits therefromLessor and Lessee as herein provided; (bii) transfer any a Lessor’s Lien; (iii) Liens for Taxes not yet due or being contested in good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Taxes in accordance with GAAP; (iv) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising in the ordinary course of such property or assets or the income or profits therefrom business and for the purpose of subjecting the same to amounts the payment of Indebtedness which is either not yet delinquent or performance is being contested in good faith by appropriate proceedings (and for which adequate security has been posted by Lessee); and (v) Liens for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (and for which adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable possibility of the sale, forfeiture, confiscation, distraint, seizure or loss of any other obligation Item of Equipment or any interest therein in priority to payment the course of its general creditors; (c) acquireany such proceedings, or agree as a result of any such Lien or have an option the respective interests of Lessor or any Financing Party will be adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to acquire, duly discharge any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after such Lien not excepted above if the same shall have arise at any time with respect to any Item of Equipment. *** Material has been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of omitted pursuant to a request for confidential treatment and filed separately with the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;SEC

Permitted Liens. The Neither the Parent nor the Borrower will, nor will not, and will not either permit any of its Subsidiaries to, (ai) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (ciii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (div) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (gvi) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower Parent or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (ia) Liens liens in favor of the Parent or the Borrower on all or part of the assets of their Subsidiaries of the Borrower securing Indebtedness owing by such Subsidiaries of to the Borrower to Parent or the Borrower; (iib) Liens subject to Section 10.8, liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens being contested in good faith or liens on properties other than Mortgaged Properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which are being contested in good faith and for which reserves have been set aside on the books of such Person; (iiic) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (ivd) Liens liens on properties other than Mortgaged Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Parent or such Subsidiary shall at the time in good faith be prosecuting 102 -93- an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties other than Mortgaged Properties, (i) in existence less than 160 days from the date of creation thereof in respect of obligations not overdue or (ii) if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and the Parent, the Borrower or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; provided that the Parent, the Borrower and each Subsidiary of the Parent or the Borrower will pay any such claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (f) encumbrances on Real Estate other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Parent, the Borrower and each of their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Parent, the Borrower and each of their Subsidiaries on a consolidated basis; (g) liens existing on the date hereof and listed on Schedule 11.2 hereto; (h) purchase money security interests in or purchase money mortgages on real or personal property other than Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 11.1(d) and (k), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired (and the proceeds thereof); (i) liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (j) liens in favor of the Administrative Agent for the benefit of the Banks and the Agents under the Loan Documents and the Hedging Agreements; (k) liens encumbering deposits made to secure obligations arising from statutory or regulatory requirements of the Borrower or any of its Subsidiaries, including rights of offset and set-off; (l) transfers of receivables permitted by Section 11.5.2 only to the extent such transfer constitutes a "true sale"; 103 -94- (m) liens securing Acquired Indebtedness of the type and amount permitted by Section 11.1(k); provided that (A) such liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Borrower or a Subsidiary of the Borrower and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Borrower or a Subsidiary of the Borrower; and (B) such liens do not extend to or cover any property or assets of the Borrower or any of its Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Borrower or a Subsidiary of the Borrower and are not materially more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Borrower or a Subsidiary of the Borrower; (n) liens arising from filing Uniform Commercial Code financing statements regarding operating leases limited to those assets which are the subject of the operating leases and statutory landlord's liens not securing Indebtedness; (o) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods; (p) liens securing Indebtedness of Foreign Subsidiaries permitted by Section 11.1(p); and (q) liens securing Indebtedness permitted by Section 11.1(o), solely to the extent such Indebtedness constitutes Indebtedness of the description of that which is permitted in Sections 11.1(a), (d), (h), (j), (k) or (p).

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, , (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; ; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; ; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; ; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or and (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries any Subsidiary of the Borrower securing Indebtedness owing by Subsidiaries such Subsidiary of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in respect of obligations not overdue by more than 30 days or which are being contested in good faith and by appropriate proceedings; PROVIDED, that none of such Liens (x) interferes materially with the use of such property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (y) individually or in the aggregate have a Material Adverse Effect; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens; PROVIDED, that none of such Liens (x) interferes 66 materially with the use of such property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (y) individually or in the aggregate have a Material Adverse Effect; (vii) Liens (A) existing on the date hereof and listed on SCHEDULE 9.2 hereto, or (B) securing any extension, renewal or replacement of any obligations secured by any such Lien; PROVIDED, that (x) in respect of Liens permitted pursuant to clause (A) hereof, no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased from that existing on the Closing Date (as such Indebtedness may have been permanently reduced subsequent to the Closing Date), and (y) in respect of Liens permitted pursuant to clause (B) hereof, such Lien shall only cover the same assets which originally secured the obligations being extended, renewed or replaced; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(c) or Liens arising in connection with Capitalized Leases permitted by Section 9.1(c), in each case incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (xi) any interest or title of a lessor in connection with a Permitted Acquisition or any operating lease entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased; (xii) Liens arising by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution; (xiii) Liens incurred or deposits made to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of alike nature incurred in the ordinary course of business securing obligations not exceeding $2,500,000 in the aggregate; (xiv) Liens arising in the ordinary course of business out of consignment or similar arrangements for the sale of goods securing obligations not exceeding $100,000 in the aggregate; (xv) Liens securing Indebtedness described in Section 9.1(l); (xvi) Liens securing Indebtedness under the Existing Credit Agreement (PROVIDED, that the Indebtedness is paid in full in cash and the Liens securing the Indebtedness under the Existing Credit and the Existing Credit Agreement are terminated (except for provisions thereof that expressly survive such termination), in each case on the Closing Date); (xvii) Liens consisting of the licensing of intellectual property in the ordinary course of business and consistent with past practices, including, without limitation, (i) that certain License Agreement between Borrower and Friendly's Realty I, LLC, a Delaware limited liability company, (ii) that certain License Agreement between Borrower and Friendly's Realty II, LLC, a Delaware limited liability company, (iii) that certain License Agreement between Borrower and Friendly's Realty III, LLC, a Delaware limited liability company, and (iv) that certain Security and License Agreement between the Borrower and GE Capital Franchise Finance Corporation; PROVIDED, that the use of such licenses shall be limited to the Units subject to, and on which Liens have been granted in connection with, the FFCA Mortgage Financing; (xviii) Liens (A) in favor of the SPVs granted by the Borrower pursuant to the FFCA Master Leases and (B) in favor of GECC granted by the Borrower pursuant to the FFCA Amended and Restated Master Lease, and in each case at all times subject to the Security Interest Subordination Agreements; and (xix) Liens not otherwise permitted hereunder in an aggregate amount not to exceed $10,000.

Permitted Liens. The Borrower Borrowers will not, not and will not permit any of its the De Minimis Subsidiaries to, to (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries Borrowers may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or reviewreview and in respect of which the Borrowers have maintained adequate reserves; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (vii) purchase money or lease security interests in or purchase money mortgages on real or personal property acquired or leased after the date hereof to secure purchase money or lease Indebtedness of the type and amount permitted by ss.9.1(c), incurred in connection with the acquisition or lease of such property, which security interests or mortgages cover only the real or personal property so acquired or leased; (viii) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Security Documents; (ix) Liens on the real property contemplated for use as a landfill in Washington County, Missouri to secure royalty payments to be made by IESI MO Corporation to the former shareholders of WaCo Landholding, Inc. in an amount not to exceed $8,000,000; and (x) Liens, whether created by contract, law, regulation or ordinance, securing Indebtedness permitted by ss.

Permitted Liens. The No Borrower will, nor will not, and will not it permit any of --------------- its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in ----------- clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without ------------ recourse; PROVIDED provided that the any Borrower or any of its Subsidiaries may create or -------- incur or suffer to be created or incurred or to exist: (i) Liens in favor of the any Borrower on all or part of the assets of Subsidiaries of the another Borrower or any Subsidiary securing Indebtedness owing by Subsidiaries of the other Borrower or Subsidiary to the such Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," receivables with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing purchase money Indebtedness and Capitalized Leases permitted under §9.1(g); (vii) Other Liens in existence on the Closing Date and listed in Schedule 9.2; and (viii) Liens securing acquired indebtedness under §9.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the final sentence of §9.1; The Borrower covenants and agrees that if any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Lenders), the Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured. The covenants of the Borrower contained herein shall only be in effect for so long as the Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower to ratably secure the Obligations hereunder.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," receivables with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing purchase money Indebtedness and Capitalized Leases permitted under (S)9.1(g); (vii) Other Liens in existence on the Closing Date and listed in Schedule 9.2; and (viii) Liens securing acquired indebtedness under (S)9.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the final sentence of (S)9. 1; The Borrower covenants and agrees that if any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Lenders), the Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured. The covenants of the Borrower contained herein shall only be in effect for so long as the Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower to ratably secure the Obligations hereunder.

Permitted Liens. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned owned, leased or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure claims in respect of taxes, assessments and other government charges in respect of obligations not overdue or which are being contested in good faith or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which are being contested in good faith and for which adequate reserves have been set aside in accordance with GAAP; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations, statutory obligations, insurance contracts, performance bonds issued in the ordinary course of business and other similar obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or reviewreview and for which adequate reserves have been set aside in accordance with GAAP; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence in respect of obligations not overdue or which are being contested in good faith and for which adequate reserves have been set aside in accordance with GAAP; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens, liens that would be disclosed by an accurate survey, and other minor Liens, provided that none of such Liens (A) interferes materially and adversely with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens existing on the Original Closing Date and listed on Schedule 10.2 hereto; (vii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §10.1(d), incurred in connection with the acquisition or lease of such property, which security interests or mortgages cover only the real or personal property so acquired or leased; (viii) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (ix) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents and any Interest Rate Agreements; (x) Liens which replace Liens otherwise permitted hereunder so long as (i) such replacement Liens do not secure Indebtedness in an amount in excess of the amount of the original Indebtedness secured thereby and (ii) such Liens encumber no more than the assets encumbered by the Liens replaced thereby; (xi) claims and demands of the type specified in clause (d) above to the extent such claims or demands are not otherwise permitted pursuant to this §10.2.1 if and to the extent such claims or demands (x) are not matured or due and payable or (y) are being actively contested in good faith and for which adequate reserves have been set aside in accordance with GAAP and; provided that any such claim or demand outstanding for more than ninety (90) days after the date on which it became due and payable does not exceed $2,000,000.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than thirty sixty (3060) days after the same shall have been incurred any Indebtedness indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower or any Guarantor on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness indebtedness owing by Subsidiaries of the Borrower to the BorrowerBorrower or such Guarantor; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith by appropriate proceedings or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or being contested in good faith by appropriate proceedings; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, PROVIDED that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate has a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on SCHEDULE 9.2 hereto, including any renewals, refinancings and extensions thereof PROVIDED that (x) the aggregate amount of indebtedness secured by such Liens is not increased by any such renewal, refinancing or extension and (y) such indebtedness is not secured by any additional assets; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof by the Borrower or such Subsidiary to secure purchase money indebtedness incurred in connection with the acquisition of such property or under any Capitalized Lease, which security interests or mortgages cover only the real or personal property so acquired; PROVIDED that such purchase money security interests in or purchase money mortgages do not secure an aggregate amount of purchase money indebtedness (including purchase money indebtedness incurred under any Capitalized Lease) in excess of $50,000,000, which such indebtedness is also permitted hereunder; (ix) Liens on the Borrower's common stock held in Treasury; and (x) other Liens not otherwise permitted hereunder, provided that such Liens do not secure indebtedness in an aggregate amount outstanding or committed in excess of $15,000,000, which such indebtedness is also permitted hereunder.

Permitted Liens. The Borrower will notshall not create, and will not permit any of its Subsidiaries toincur, (a) create or incur assume or suffer to be created or incurred or to exist any Lien upon upon, in or against, or pledge of, any of the Collateral or any of its property properties or assets or any of any character its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, or upon except the income or profits therefrom; following (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquirecollectively, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; Lender, (ii) Liens to secure imposed by law for taxes, assessments or charges of Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other government charges appropriate provisions are being maintained by such Person in respect of obligations not overdue or Liens on properties to secure claims for laboraccordance with GAAP, material or supplies in respect of obligations not overdue; (iii) deposits (A) statutory Liens of landlords and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or pledges made that arise by operation of law in connection withthe ordinary course of business from the date of creation thereof, in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to secure payment of, workmen's compensation, unemployment insurance, old age pensions which adequate reserves or other social security obligations; appropriate provisions are being maintained by such Person in accordance with GAAP, (iv) Liens (A) incurred for deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases (including under Capitalized Lease Obligations), contracts (other than for the repayment in Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under governmental contracts, (v) purchase money Liens, provided that the aggregate amount of outstanding Indebtedness secured thereby by Collateral other than inventory at any time shall not exceed $350,000, (vi) Liens necessary and desirable for the operation of such Person’s business, provided Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Revolving Facility and to the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its sole discretion; (vii) Liens disclosed on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review Schedule 7.3, and in respect of which a stay of execution shall have been obtained pending such appeal or review;(viii) Liens securing Mezzanine Debt.

Permitted Liens. The Neither Borrower will, nor will not, and will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the either Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower Borrowers on all or part of the assets of Subsidiaries of the Borrower Borrowers securing Indebtedness owing by Subsidiaries of the Borrower Borrowers to the BorrowerBorrowers; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which are being contested in good faith by appropriate proceedings diligently conducted and as to which adequate reserves with respect thereto are maintained in accordance with GAAP; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred, in each case, in the ordinary course of business; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the either Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 11.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 11.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; and (ix) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents and any Hedging Agreements.

Permitted Liens. The Borrower will not, and nor will not it permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens (A) to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties (B) with respect to secure claims assessments issued by governmental authorities or regulated utilities for laborbenefits rendered to the Real Estate, material which assessments are payable in installments over time, provided, however that such taxes, assessments, installments or supplies other governmental charges are not overdue or are being contested in respect of obligations not overduegood faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent required by GAAP; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations;; 71 -63- (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

Permitted Liens. The Borrower will not, and Borrowers will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries Borrowers may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or reviewreview and in respect of which the Borrowers have maintained adequate reserves; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, PROVIDED that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens existing on the date hereof and listed on SCHEDULE 9.2 hereto; (vii) purchase money or lease security interests in or purchase money mortgages on real or personal property acquired or leased after the date hereof to secure purchase money or lease Indebtedness of the type and amount permitted by Section 9.1(d), incurred in connection with the acquisition or lease of such property, which security interests or mortgages cover only the real or personal property so acquired or leased; (viii) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Security Documents; and (ix) Liens on the real property contemplated for use as a landfill in Washington County, Missouri to secure royalty payments to be made by IESI MO Corporation to WaCo Landholding, Inc. in an amount not to exceed $8,000,000.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourserecourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligationsobligations which are not overdue; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, the Indebtedness with respect to which is permitted by ss.11.1(d); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 11.2 hereto; ---- (viii) purchase money security interests in or purchase money mortgages on real or personal property other than Mortgaged Properties acquired after the date hereof to secure Capitalized Leases or purchase money Indebtedness, in each case of the type and amount permitted by ss.11.1

Permitted Liens. The Borrower It will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Borrower to Persons who are not Affiliates of the Borrower (in each case, as permitted hereunder) and subsequently managed by the Borrower shall not be considered a Lien upon the property or assets of the Borrower; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower Guarantor or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower Guarantor on all or part of the assets of Subsidiaries of the Borrower Guarantor (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower Guarantor to the BorrowerGuarantor; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Guarantor or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Guarantor and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens securing the Revolving Credit Facility; (xi) Liens consisting of the interest of a lessee under any lease with respect to Containers where the Borrower or the Guarantor is the lessor; (xii) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that (a) such Liens encumber the same property (and no additional assets or property of the Borrower) as secured the Indebtedness that was so refinanced or renewed and (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal; (xiii) interests of lessors in property leased to the Borrower. The Guarantor or a Subsidiary shall at under §9.1(f); (xiv) Liens incurred by a Securitization Entity in connection with a Securitization; and (xv) other Liens on the time assets of the Guarantor and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(n) or under §9.1(o); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;the Borrowing Base.

Permitted Liens. The Borrower CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Borrowers to Persons who are not Affiliates of the Borrower (in each case, as permitted hereunder) and subsequently managed by the Borrowers shall not be considered a Lien upon the property or assets of the Borrowers; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligationsobligations other than any Lien imposed by ERISA; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the Sixth Amendment Effective Date and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(e), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens consisting of the interest of a lessee under any lease with respect to Containers where any Borrower or Guarantor is the lessor; (xi) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(g) hereof (subject to all the provisos contained therein); provided that either (A)(1) such Liens encumber the same property (and no additional assets or property of the Borrowers) as secured the Indebtedness that was so refinanced or renewed and (2) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal or (B) the Indebtedness secured by such liens is permitted under §9.1(l); (xii) interests of lessors in property leased to the Borrowers or a Subsidiary shall at under §9.1(e); (xiii) other Liens on the time assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(l); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal or proceedings for review and in respect the Borrowing Base and/or the Domestic Borrowing Base; and (xiv) Liens incurred by a Securitization Entity on assets of which a stay of execution shall have been obtained pending such appeal or review;Securitization Entity securing Indebtedness permitted under §9.1(m).

Permitted Liens. The Borrower CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Borrowers to Persons who are not Affiliates of the Borrower (in each case, as permitted hereunder) and subsequently managed by the Borrowers shall not be considered a Lien upon the property or assets of the Borrowers; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligationsobligations other than any Lien imposed by ERISA; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(e), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens consisting of the interest of a lessee under any lease with respect to Containers where any Borrower or Guarantor is the lessor; (xi) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(g) hereof (subject to all the provisos contained therein); provided that either (A)(1) such Liens encumber the same property (and no additional assets or property of the Borrowers) as secured the Indebtedness that was so refinanced or renewed and (2) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal or (B) the Indebtedness secured by such liens is permitted under §9.1(l); (xii) interests of lessors in property leased to the Borrowers or a Subsidiary shall at under §9.1(e); (xiii) other Liens on the time assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(l); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal or proceedings for review and in respect the Borrowing Base and/or the Domestic Borrowing Base; and (xiv) Liens incurred by a Securitization Entity on assets of which a stay of execution shall have been obtained pending such appeal or review;Securitization Entity securing Indebtedness permitted under §9.1(m).

Permitted Liens. The Borrower will not, and Credit Parties will not permit any of its Subsidiaries to, (ai) create or incur or suffer to be created or incurred or to exist any Lien upon any of its their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (ciii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (div) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries Credit Party may create or incur or suffer to be created or incurred or to exist: (ia) so long as no foreclosure or other enforcement action has been commenced, pledges, security interests, Liens and other encumbrances arising from attachments or similar proceedings, pending litigation, judgments or taxes or assessments or government charges not yet delinquent in any such event whose validity or amount is being contested in good faith by appropriate proceedings and for which adequate reserves have been established and are maintained in accordance with GAAP, or taxes and assessments which are not due and delinquent; (b) Liens of carriers, warehousemen, mechanics and materialmen and other like Liens and Liens imposed by law, created in the ordinary course of business, for amounts not yet due or which are being contested in good faith by appropriate proceedings and as to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (c) pledges or deposits made in connection with worker's compensation, employee benefit plans, unemployment or other insurance, old age pensions, or other Social Security benefits, and good faith deposits in connection with tenders, contracts, bids, statutory obligations or leases to which it is a party or deposits to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds, letters of credit and other similar obligations or arising as a result of progress payments under government contracts or contracts with public utilities; (d) such minor defects, irregularities, encumbrances, easements, rights of way, and clouds on title as normally exist with respect to similar properties which do not materially interfere with the present or proposed use of the applicable property; (e) landlords' Liens under leases for rent which is not delinquent; (f) Liens in favor of the Borrower on all Administrative Agent or part any of the assets of Subsidiaries Lenders securing any of the Borrower securing Obligations, including Liens on cash collateral; (g) Liens granted to the Senior Credit Facility Administrative Agent under the Senior Credit Facility Loan Documents to secure the Senior Credit Facility Loan and subject to the Intercreditor Agreement; (h) Liens in existence on the date hereof and listed on Schedule 8.3; (i) Liens created after the date hereof by conditional sale or other title retention agreements (including Capitalized Leases) or in connection with purchase money Indebtedness owing with respect to equipment and fixtures acquired by Subsidiaries any Credit Party, involving the incurrence of an aggregate amount of purchase money Indebtedness and obligations with respect to Capitalized Leases of not more than $6,000,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within one hundred twenty (120) days following such purchase and does not exceed 100% of the Borrower to purchase price of the Borrower; subject assets); and (iij) other Liens to secure taxessecuring other Indebtedness not exceeding $250,000 in the aggregate at any time outstanding, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is such Liens do not levied thereunder attach to any accounts or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;inventory.

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:exist (collectively, the "Permitted Liens"): (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith in compliance with Section 8.8 hereof (provided such Lien shall no longer be permitted immediately upon the commencement of proceedings to foreclose any Lien) or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or being contested in good faith in compliance with Section 8.8 hereof (provided such Lien shall no longer be permitted immediately upon the commencement of proceedings to foreclose any Lien); (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or being contested in good faith in compliance with Section 8.8 hereof (provided such Lien shall no longer be permitted immediately upon the commencement of proceedings to foreclose any Lien); (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, PROVIDED that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on SCHEDULE 9.2 hereto; (viii) Liens to secure the Indebtedness permitted by Section 9.1(j) and liens securing the performance of bids, trade contracts (other than borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (ix) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired.

Permitted Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS," “Indebtedness”, with or without recourse; PROVIDED provided, that the Borrower or any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries a Restricted Subsidiary of the Borrower securing Indebtedness owing by Subsidiaries such Restricted Subsidiary of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or which the failure to pay does not result in noncompliance with §8.8 or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which the failure to pay does not result in noncompliance with §8.8; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations, and pledges and deposits to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature, in each case in the ordinary course of business; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Restricted Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) asserted Liens of carriers, warehousemen, mechanics and materialmen, and other like asserted Liens on properties (including assets included in the calculation of the Borrowing Base) in existence less than 120 days after the Borrower or such Restricted Subsidiary, as the case may be, has knowledge thereof, provided that the value of all assets that are subject to such Liens shall not exceed $500,000; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided, that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §9.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and, if granted upon any asset included in the calculation of the Borrowing Base, shall be discharged in full within 120 days after the date on which such purchase money undertaking has been incurred; (ix) Liens arising out of the sale, assignment, pledge or transfer of assets to CLIF, XXXX XX, XXXX III, XXXX XX or any other Securitization Entity arising in connection with Permitted Securitizations; (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (xi) Liens which are granted to secure any Refinancing or renewal of Indebtedness permitted under §9.1(d) or §9.1(f); provided, that (A) such Liens encumber the same property (and no additional assets or property of the Borrower or its Restricted Subsidiaries) as secured by the Indebtedness that was so Refinanced or renewed (except in connection with any future financings of newly acquired assets under such replacement facility), (B) the Liens securing the Indebtedness that was so Refinanced or renewed were permitted under this §9.2, and (C) the aggregate amount of Indebtedness secured by such property has not increased as a result of such Refinancing or renewal (except by the amount of any premium or fee paid or payable in connection with such extension, renewal or replacement and in connection with any future financing of newly acquired assets under such replacement facility); (xii) Liens in favor of lessors of property leased to the Borrower or a Restricted Subsidiary in a transaction permitted to § 9.1(c); (xiii) Liens upon assets of the Borrower and any of its Restricted Subsidiaries subject to Capitalized Leases or Synthetic Leases to the extent such Capitalized Leases or Synthetic Leases are permitted by §§ 9.1(c) and 9.6, provided, that (x) such Liens only secure the payment of Indebtedness arising under such Capitalized Leases or Synthetic Leases and (y) the Liens encumbering the assets leased in such Capitalized Leases or Synthetic Leases do not encumber any other assets of the Borrower or any Subsidiary of the Borrower (other than proceeds of such leased assets); (xiv) Liens consisting of interests of lessees of the Containers, Chassis, Generators and Refrigeration Units or arising from precautionary UCC financing statement filings regarding leases entered into in the ordinary course; (xv) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and its Subsidiaries under Article IV of the Uniform Commercial Code; (xvi) Liens existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date pursuant to a Permitted Acquisition that exists prior to the time such Person becomes a Restricted Subsidiary of the Borrower; provided that (A) such Lien is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, (B) such Lien shall not apply to any other property or assets of the Borrower or any of its other Restricted Subsidiaries, (C) such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary of the Borrower, and (D) the Indebtedness secured by such Lien is permitted pursuant to §9.1(i); (xvii) Liens created by the Borrower pursuant to the CLIF Pledge Agreement, the CLIF III Pledge Agreement or any substantially similar pledge created by the Borrower with respect to the Voting Stock and/or Capital Stock of any Securitization Entity in connection with a Permitted Securitization; and (xviii) other Liens not permitted under the foregoing clauses securing Indebtedness or other obligations of the Borrower and/or its Restricted Subsidiaries permitted under §9.1(j).

Permitted Liens. The Borrower will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in respect of obligations not overdue or which the Borrower is diligently contesting in good faith; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) Liens to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, in each such case arising in the ordinary course of business; (ix) Liens with respect to Indebtedness permitted under Sections 9.1(f) and (i) hereof; and (x) other Liens not otherwise permitted hereunder, provided that such Liens do not secure more than Indebtedness in an aggregate amount outstanding or committed in excess of $10,000,000, which Indebtedness is also permitted under Section 9.1 hereof.

Permitted Liens. The Borrower will not, and Credit Parties will not permit any of its Subsidiaries to, (ai) create or incur or suffer to be created or incurred or to exist any Lien upon any of its their respective property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (ciii) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (div) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ev) sell, assign, pledge or otherwise transfer any "RECEIVABLES" receivables as defined in clause (g) of the definition of the term "INDEBTEDNESS," Indebtedness, with or without recourse; PROVIDED provided that the Borrower or any of its Subsidiaries Credit Party may create or incur or suffer to be created or incurred or to exist: (ia) so long as no foreclosure or other enforcement action has been commenced, pledges, security interests, Liens and other encumbrances arising from attachments or similar proceedings, pending litigation, judgments or taxes or assessments or government charges not yet delinquent in any such event whose validity or amount is being contested in good faith by appropriate proceedings and for which adequate reserves have been established and are maintained in accordance with GAAP, or taxes and assessments which are not due and delinquent; (b) Liens of carriers, warehousemen, mechanics and materialmen and other like Liens and Liens imposed by law, created in the ordinary course of business, for amounts not yet due or which are being contested in good faith by appropriate proceedings and as to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (c) pledges or deposits made in connection with workers compensation, employee benefit plans, unemployment or other insurance, old age pensions, or other Social Security benefits, and good faith deposits in connection with tenders, contracts, bids, statutory obligations or leases to which it is a party or deposits to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds, letters of credit and other similar obligations or arising as a result of progress payments under government contracts or contracts with public utilities; (d) such minor defects, irregularities, encumbrances, easements, rights of way, and clouds on title as normally exist with respect to similar properties which do not materially interfere with the present or proposed use of the applicable property; (e) landlords Liens under leases for rent which is not delinquent; (f) Liens in favor of the Borrower on all or part Administrative Agent, any of the assets of Subsidiaries Lenders or the Issuing Lender securing any of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the BorrowerObligations, including Liens on cash collateral; (iig) Liens granted to the Back Bay Agent under the Back Bay Loan Documents to secure taxes, assessments the Back Bay Loan and other government charges in respect of obligations not overdue or Liens on properties subject to secure claims for labor, material or supplies in respect of obligations not overduethe Back Bay Intercreditor Agreement; (iiih) deposits or pledges made Liens in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligationsexistence on the date hereof and listed on Schedule 8.3; (ivi) Liens on properties created after the date hereof by conditional sale or other title retention agreements (including Capitalized Leases) or in connection with purchase money Indebtedness with respect to equipment and fixtures acquired by any Credit Party, involving the incurrence of judgments or awards an aggregate amount of purchase money Indebtedness and obligations with respect to Capitalized Leases of not more than $6,000,000 outstanding at any one time for all such Liens (provided that have been such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within one hundred twenty (120) days following such purchase and does not exceed 100% of the purchase price of the subject assets); and (j) other Liens securing other Indebtedness not exceeding $250,000 in force for less than the applicable period for taking an appeal aggregate at any time outstanding, so long as execution is such Liens do not levied thereunder attach to any accounts or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;inventory.

Permitted Liens. The Borrower CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Borrowers to Persons who are not Affiliates of the Borrower (in each case, as permitted hereunder) and subsequently managed by the Borrowers shall not be considered a Lien upon the property or assets of the Borrowers; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligationsobligations other than any Lien imposed by ERISA; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the Eighth Amendment Effective Date and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(e), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens consisting of the interest of a lessee under any lease with respect to Containers where any Borrower or Guarantor is the lessor; (xi) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(g) hereof (subject to all the provisos contained therein); provided that either (A)(1) such Liens encumber the same property (and no additional assets or property of the Borrowers) as secured the Indebtedness that was so refinanced or renewed and (2) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal or (B) the Indebtedness secured by such liens is permitted under §9.1(l); (xii) interests of lessors in property leased to the Borrowers or a Subsidiary shall at under §9.1(e); (xiii) other Liens on the time assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(l); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal or proceedings for review and in respect the Borrowing Base; and (xiv) Liens incurred by a Securitization Entity on assets of which a stay of execution shall have been obtained pending such appeal or review;Securitization Entity securing Indebtedness permitted under §9.1(m).

Permitted Liens. The Borrower Parent will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower or any of Parent and its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the any Borrower or on all or part of the assets of Subsidiaries of the such Borrower or Guarantor (other than a Borrower or Guarantor) securing Indebtedness owing by Subsidiaries of the such Borrower or Guarantor to the Borrowersuch Borrower or Guarantor; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Parent or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 8.2 hereto; and (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the date hereof to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by ss.8.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; provided that the amount of such Indebtedness or Capitalized Leases so secured shall not exceed an aggregate amount equal to $15,000,000.

Permitted Liens. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," receivables with or without recourse; PROVIDED provided that any of the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxesTaxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics, repairmen and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing Indebtedness permitted under §9.1(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under §9.1(n); (viii) other Liens in existence on the Closing Date and listed in Schedule 9.2; (ix) Liens securing acquired indebtedness under §9.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the penultimate sentence of §9.1; (x) Liens securing Indebtedness under §9.1(d)(2), solely to the extent equal and ratable Liens have been provided with respect to the Obligations in accordance with, and pursuant to, the last paragraph of this §9.2.1; (xi) other Liens in an aggregate principal amount not to exceed $40,000,000 at any time outstanding; (xii) Liens or deposits to secure the performance of bids, tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations; (xiii) Liens arising from Uniform Commercial Code financing statements, including precautionary financing statements, or any similar filings made in respect of operating leases or consignments entered into by any of the Borrowers or any of its Subsidiaries; (xiv) leases, licenses, subleases or sublicenses granted to others that do not interfere in any material respect with the business of the Borrowers and their Subsidiaries, taken as a whole; (xv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (xvi) Liens arising out of the conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by BGI or any of its Subsidiaries in the ordinary course of business consistent with past practices of such Person; (xvii) Liens securing obligations as contemplated by §5.13; (xviii) rights of setoff, bankers’ liens and other similar Liens encumbering assets held in or credited to one or more deposit, securities or other similar accounts maintained by any of the Borrowers and their Subsidiaries; and (xix) Liens of a collection bank arising in the ordinary course of business under Section 4-208 or 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon. Each of the Borrowers covenants and agrees that if it or any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Lenders), such Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured. The covenants of each of the Borrowers contained herein shall only be in effect for so long as such Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by any of the Borrowers to ratably secure the Obligations hereunder.

Permitted Liens. The Borrower It will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Borrower to Persons who are not Affiliates of the Borrower (in each case, as permitted hereunder) and subsequently managed by the Borrower shall not be considered a Lien upon the property or assets of the Borrower; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower Guarantor or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower Guarantor on all or part of the assets of Subsidiaries of the Borrower Guarantor (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower Guarantor to the BorrowerGuarantor; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Guarantor or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Guarantor and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that either (A)(1) such Liens encumber the same property (and no additional assets or property of the Loan Parties) as secured the Indebtedness that was so refinanced or renewed and (2) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal or (B) the Indebtedness secured by such liens is permitted under §9.1(n); (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Restatement Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens securing the Revolving Credit Facility; (xi) Liens consisting of the interest of a lessee under any lease with respect to Containers where the Borrower or the Guarantor is the lessor; (xii) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein), or that otherwise comply with §9.1(h); (xiii) interests of lessors in property leased to the Borrower, the Guarantor or a Subsidiary under §9.1(f); (xiv) Liens incurred by a Securitization Entity in connection with a Securitization; and (xv) other Liens on the assets of the Guarantor and its Subsidiaries (other than the Collateral) securing Indebtedness permitted under §9.1(n) or under §9.1(o); provided that such Subsidiary shall at Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the time operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;the Borrowing Base.

Permitted Liens. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS," “Indebtedness”, with or without recourse; PROVIDED provided, that the Borrower or any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries a Restricted Subsidiary of the Borrower securing Indebtedness owing by Subsidiaries such Restricted Subsidiary of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or which the failure to pay does not result in noncompliance with §8.8 or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which the failure to pay does not result in noncompliance with §8.8; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations, and pledges and deposits to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature, in each case in the ordinary course of business; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Restricted Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) asserted Liens of carriers, warehousemen, mechanics and materialmen, and other like asserted Liens on properties (including assets included in the calculation of the Borrowing Base) in existence less than 120 days after the Borrower or such Restricted Subsidiary, as the case may be, has knowledge thereof, provided that the value of all assets that are subject to such Liens shall not exceed $500,000; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided, that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §9.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and, if granted upon any asset included in the calculation of the Borrowing Base, shall be discharged in full within 120 days after the date on which such purchase money undertaking has been incurred; (ix) Liens arising out of the sale, assignment, pledge or transfer of assets to CLIF, XXXX XX, XXXX III, XXXX XX, XXXX V or any other Securitization Entity arising in connection with Permitted Securitizations; (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (xi) Liens which are granted to secure any Refinancing or renewal of Indebtedness permitted under §9.1(d) or §9.1(f); provided, that (A) such Liens encumber the same property (and no additional assets or property of the Borrower or its Restricted Subsidiaries) as secured by the Indebtedness that was so Refinanced or renewed (except in connection with any future financings of newly acquired assets under such replacement facility), (B) the Liens securing the Indebtedness that was so Refinanced or renewed were permitted under this §9.2, and (C) the aggregate amount of Indebtedness secured by such property has not increased as a result of such Refinancing or renewal (except by the amount of any premium or fee paid or payable in connection with such extension, renewal or replacement and in connection with any future financing of newly acquired assets under such replacement facility); (xii) Liens in favor of lessors of property leased to the Borrower or a Restricted Subsidiary in a transaction permitted to § 9.1(c); (xiii) Liens upon assets of the Borrower and any of its Restricted Subsidiaries subject to Capitalized Leases or Synthetic Leases to the extent such Capitalized Leases or Synthetic Leases are permitted by §§ 9.1(c) and 9.6, provided, that (x) such Liens only secure the payment of Indebtedness arising under such Capitalized Leases or Synthetic Leases and (y) the Liens encumbering the assets leased in such Capitalized Leases or Synthetic Leases do not encumber any other assets of the Borrower or any Subsidiary of the Borrower (other than proceeds of such leased assets); (xiv) Liens consisting of interests of lessees of the Containers, Chassis, Generators and Refrigeration Units or arising from precautionary UCC financing statement filings regarding leases entered into in the ordinary course; (xv) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and its Subsidiaries under Article IV of the Uniform Commercial Code; (xvi) Liens existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date pursuant to a Permitted Acquisition that exists prior to the time such Person becomes a Restricted Subsidiary of the Borrower; provided that (A) such Lien is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, (B) such Lien shall not apply to any other property or assets of the Borrower or any of its other Restricted Subsidiaries, (C) such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary of the Borrower, and (D) the Indebtedness secured by such Lien is permitted pursuant to §9.1(i); (xvii) Liens created by the Borrower pursuant to the CLIF Pledge Agreement, the CLIF III Pledge Agreement or any substantially similar pledge created by the Borrower with respect to the Voting Stock and/or Capital Stock of any Securitization Entity in connection with a Permitted Securitization; and (xviii) other Liens not permitted under the foregoing clauses securing Indebtedness or other obligations of the Borrower and/or its Restricted Subsidiaries permitted under §9.1(j).

Permitted Liens. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its their property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower Borrowers on all or part of the assets of Subsidiaries of the Borrower Borrowers securing Indebtedness owing by Subsidiaries of the Borrower Borrowers to the BorrowerBorrowers; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Borrowers or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (ix) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (x) The Rolex Liens; and (xi) Liens of a bank or financial institution with respect to funds deposited with such institution.

Permitted Liens. The Borrower Such Loan Party will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Loan Parties to Persons who are not Affiliates of the Loan Parties (in each case, as permitted hereunder) and subsequently managed by the Loan Parties shall not be considered a Lien upon the property or assets of the Loan Parties; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower any Loan Party or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the Borrower use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens securing the Senior Revolving Credit Facility; (xi) Liens consisting of the interest of a lessee under any lease with respect to Railcars where a Loan Party is the lessor, and any Lien permitted by such Lease or other Liens arising by or through the applicable Lessee; (xii) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that (a) such Liens encumber the same property (and no additional assets or property of the Loan Parties) as secured the Indebtedness that was so refinanced or renewed and (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal; (xiii) interests of lessors in property leased to the Loan Parties or a Subsidiary shall at under §9.1(f); (xiv) other Liens on the time assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(n); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal or proceedings for review and in respect the Borrowing Base; and (xv) Liens incurred by a Securitization Entity on assets of which a stay of execution shall have been obtained pending such appeal or review;Securitization Entity securing Indebtedness permitted under §9.1(m).

Permitted Liens. The Borrower Neither the Parent nor the Company will, nor will not, and will not either permit any of its Subsidiaries to, (aA) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (bB) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (cC) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (dD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (eE) sell, assign, pledge or otherwise transfer any "RECEIVABLESreceivables" as defined in clause (g) of the definition of the term "INDEBTEDNESSIndebtedness," with or without recourse; PROVIDED provided that the Borrower Parent or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i1) Liens liens in favor of the Borrower Parent or the Company on all or part of the assets of their Subsidiaries of the Borrower securing Indebtedness owing by such Subsidiaries of the Borrower to the BorrowerParent or the Company; (ii2) Liens subject to Section 8(j), liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens being contested in good faith or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdueoverdue or which are being contested in good faith and for which reserves have been set aside on the books of such Person; (iii3) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv4) Liens liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Parent or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (5) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, (x) in existence less than 160 days from the date of creation thereof in respect of obligations not overdue or (y) if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if the Parent, the Company or such Subsidiary shall have set aside on its books adequate reserves with respect thereto; provided that the Parent, the Company and each Subsidiary of the Parent or the Company will pay any such claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; (6) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Company or a Subsidiary of the Company is a party, and other minor liens or encumbrances none of which in the opinion of the Company interferes materially with the use of the property affected in the ordinary conduct of the business of the Parent, the Company and each of their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Company individually or of the Parent, the Company and each of their Subsidiaries on a consolidated basis; (7) liens existing on the date hereof and listed on Schedule 10(c) hereto; (8) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Sections 10(a)(iv) and (xv), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired (and the proceeds thereof); (9) liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (10) liens securing Senior Indebtedness under the Credit Documents and obligations under the Hedging Agreements; (11) liens encumbering deposits made to secure obligations arising from statutory or regulatory requirements of the Company or any of its Subsidiaries, including rights of offset and set-off; (12) transfers of receivables permitted by Section 10(f)(ii) only to the extent such transfer constitutes a "true sale"; (13) liens securing Indebtedness of the type and amount permitted by Section 10(a)(xi)(A); provided that (A) such liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Company or a Subsidiary of the Company and were not granted in connection with, or in anticipation of, the occurrence of such Acquired Indebtedness by the Company or a Subsidiary of the Company; and (B) such liens do not extend to or cover any property or assets of the Company or any of its Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Subsidiary of the Company and are not more materially favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Subsidiary of the Company; (14) liens arising from filing Uniform Commercial Code financing statements regarding operating leases limited to those assets which are the subject of the operating leases and statutory landlord's liens not securing Indebtedness; (15) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods; (16) liens securing Indebtedness of Foreign Subsidiaries permitted by Section 10(a)(xvi); (17) liens securing Indebtedness of Permitted Acquisitions in accordance with Section 10(a)(xi)(A) and Permitted Foreign Acquisitions in accordance with Section 10(a)(xi); and (18) liens securing Indebtedness permitted by Section 10(a)(xv) solely to the extent such Indebtedness constitutes Indebtedness which is permitted in Sections 10(a)(i), 10(a)(iv), 10(a)(viii), 10(a)(x), 10(a)(xi) or 10(a)(xvi).

Permitted Liens. The Borrower Company will not, and will not permit any of its Subsidiaries to, : (a1) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b2) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c3) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d4) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e5) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," receivables with or without recourse; PROVIDED provided that the Borrower Company or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower Company or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Company or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing Indebtedness permitted under Section 10.1(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under Section 10.1(n); (viii) Other Liens in existence on the Execution Date and listed in Schedule 5.15; (ix) Liens securing acquired Indebtedness under Section 10.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the penultimate sentence of Section 10.1; (x) Liens securing Indebtedness under Section 10.1(d)(2), solely to the extent that equal and ratable Liens have been provided with respect to the Notes (and any guaranty delivered in connection therewith) in accordance with, and pursuant to, Section 10.2(b) and (xi) Other Liens in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; provided, that notwithstanding the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, secure pursuant to this paragraph (xi) any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders; provided, however, that a Foreign Subsidiary that is not a Subsidiary Guarantor may secure pursuant to this paragraph (xi) its Indebtedness outstanding under or pursuant to any Material Credit Facility without having to comply with the requirements of the preceding proviso so long as such security is owned by such Foreign Subsidiary or another Foreign Subsidiary that is not a Subsidiary Guarantor.

Permitted Liens. The Borrower CAI will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; provided that precautionary assignments on assets sold by the Borrower to Persons who are not Affiliates of the Borrower (in each case, as permitted hereunder) and subsequently managed by the Borrower shall not be considered a Lien upon the property or assets of the Borrower; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" “receivables” as defined in clause (g) of the definition of the term "INDEBTEDNESS“Indebtedness," ” with or without recourse; PROVIDED provided that the Borrower CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower CAI on all or part of the assets of Subsidiaries of the Borrower CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of the Borrower CAI to the BorrowerCAI; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in force for existence less than 120 days from the applicable period for taking an appeal so long as execution is not levied thereunder or date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) covers any Eligible Container or Eligible Direct Finance Lease, or interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens listed on Schedule 9.2 hereto on the Restatement Date that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that either (A)(1) such Liens encumber the same property (and no additional assets or property of the Loan Parties) as secured the Indebtedness that was so refinanced or renewed and (2) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal or (B) the Indebtedness secured by such liens is permitted under §9.1(n); (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Restatement Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens consisting of the interest of a lessee under any lease with respect to Containers where the Borrower or a Guarantor is the lessor; (xi) Liens listed on Schedule 9.2 hereto on the Restatement Date that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein), or that otherwise comply with §9.1(h); (xii) interests of lessors in property leased to the Borrower or a Subsidiary under §9.1(f); (xiii) Liens incurred by a Securitization Entity in connection with a Securitization; and (xiv) other Liens on the assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(n) or under §9.1(o); provided that such Subsidiary shall at Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are reasonably necessary for the time operation of its respective businesses or relating to the administration and management of the assets included in good faith be prosecuting an appeal the Borrowing Base. Other than those Liens specified in clause (v), (ix) and (x) above, none of such Liens is permitted to encumber any Eligible Container or proceedings for review and Eligible Direct Finance Lease included in respect the calculation of which a stay of execution shall have been obtained pending such appeal or review;the Borrowing Base.

Permitted Liens. The Borrower None of the Borrowers will, nor will not, and will not permit any of its Subsidiaries to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," receivables with or without recourse; PROVIDED provided that any of the Borrower Borrowers or any of its their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxesTaxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iiiii) deposits or pledges made in connection with, or to secure payment of, workmen's ’s compensation, unemployment insurance, old age pensions or other social security obligations; (iviii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics, repairmen and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing Indebtedness permitted under Section 9.01(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under Section 9.01(n); (viii) other Liens in existence on the Closing Date and listed in Schedule 9.2; (ix) Liens securing acquired indebtedness under Section 9.01(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the penultimate sentence of Section 9.01; (x) Liens securing Indebtedness under Section 9.01(d)(2), solely to the extent equal and ratable Liens have been provided with respect to the Obligations in accordance with, and pursuant to, the last paragraph of this Section 9.02(a); (xi) other Liens in an aggregate principal amount not to exceed $40,000,000 at any time outstanding; (xii) Liens or deposits to secure the performance of bids, tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations; (xiii) Liens arising from Uniform Commercial Code financing statements, including precautionary financing statements, or any similar filings made in respect of operating leases or consignments entered into by any of the Borrowers or any of its Subsidiaries; (xiv) leases, licenses, subleases or sublicenses granted to others that do not interfere in any material respect with the business of the Borrowers and their Subsidiaries, taken as a whole; (xv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (xvi) Liens arising out of the conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by BGI or any of its Subsidiaries in the ordinary course of business consistent with past practices of such Person; (xvii) Liens securing obligations as contemplated by Section 5.13; (xviii) rights of setoff, bankers’ liens and other similar Liens encumbering assets held in or credited to one or more deposit, securities or other similar accounts maintained by any of the Borrowers and their Subsidiaries; (xix) Liens of a collection bank arising in the ordinary course of business under Section 4-208 or 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; and (xx) Liens securing any Merion Acquisition Debt. Each of the Borrowers covenants and agrees that if it or any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Lenders), such Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured. The covenants of each of the Borrowers contained herein shall only be in effect for so long as such Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by any of the Borrowers to ratably secure the Obligations hereunder.