Common use of Restrictions on Liens, Etc Clause in Contracts

Restrictions on Liens, Etc. The Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume or suffer to be created or incurred or to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except: (a) Liens in favor of the agent under the Senior Credit Agreement, for the ratable benefit of the banks thereunder, including without limitation Liens in favor of such agent on the Borrower's real property inventory situated in the State of Indiana to secure the Indebtedness to the banks under the Senior Credit Agreement, which Liens secure Indebtedness under the Senior Credit Agreement not in excess of the limits set forth in clause (a) of the definition of the term "Senior Debt"; (b) Liens granted by M/I Financial Corp. on mortgage note receivables, which Liens secure Indebtedness under the M/I Financial Corp. Loan Agreement not in excess of $40,000,000; (c) Liens securing any other permitted Senior Debt or Additional Permitted Senior Debt; provided, however, that (i) such Liens do not at any time encumber any property other than the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, of the property being acquired on the date of acquisition, and (iii) the Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, without limitation, limits on Permitted Indebtedness); (d) Liens for taxes and special assessments not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's, or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (f) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; (g) deposits to secure the performance of: bids; trade contracts (other than for borrowed money or the purchase price of property or services); leases; statutory and other obligations required by law; surety, appeal and performance bonds (including Construction Bonds); and other obligations of a like nature incurred in the ordinary course of business; and (ii) Liens in favor of surety bond companies pursuant to indemnity agreements to secure the reimbursement obligations of the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. on Construction Bonds, provided (A) the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. at, and the rights of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. arising out of, the projects that are the subject of the Construction Bonds, (B) the Liens shall not attach to any real estate, and (C) the aggregate amount of such Liens at any time shall not exceed the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the amount of reimbursement obligations on Construction Bonds; (h) Liens of landlords, arising solely by operation of law, on fixtures and moveable property located on premises leased in the ordinary course of business; provided, however, that the rental payments secured thereby are not yet due; and (i) Liens arising as a result of a judgment or judgments against the Borrower or any of its Subsidiaries which do not in the aggregate exceed $1,000,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as to which appropriate reserves have been established in accordance with GAAP.

Restrictions on Liens, Etc. The Borrower will not, and will not permit any of its Guarantor or their respective Subsidiaries to create, incur, assume create or incur or suffer to be created or incurred or to exist any Lien upon any of its property, their respective property or assets or revenues, of any character whether now owned or hereafter acquired, exceptor upon the income or profits therefrom; provided that notwithstanding anything to the contrary contained herein, the Borrower, any Guarantor or any such Subsidiary may create or incur or suffer to be created or incurred or to exist: (ai) Liens in favor on properties to secure taxes, assessments and other governmental charges (excluding any Lien imposed pursuant to any of the agent under the Senior Credit Agreementprovisions of ERISA or pursuant to any Environmental Laws) or claims for labor, for the ratable benefit of the banks thereunder, including without limitation Liens in favor of such agent on the Borrower's real property inventory situated in the State of Indiana to secure the Indebtedness to the banks under the Senior Credit Agreement, which Liens secure Indebtedness under the Senior Credit Agreement not in excess of the limits set forth in clause (a) of the definition of the term "Senior Debt"; (b) Liens granted by M/I Financial Corp. on mortgage note receivables, which Liens secure Indebtedness under the M/I Financial Corp. Loan Agreement not in excess of $40,000,000; (c) Liens securing any other permitted Senior Debt material or Additional Permitted Senior Debt; provided, however, that (i) such Liens do not at any time encumber any property other than the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, of the property being acquired on the date of acquisition, and (iii) the Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, without limitation, limits on Permitted Indebtedness); (d) Liens for taxes and special assessments not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's, or other like Liens arising supplies incurred in the ordinary course of business which are in respect of obligations not overdue for a period of more than 30 days then delinquent or which are being contested in good faith as permitted under this Agreement; (ii) Liens on assets other than (A) the Unencumbered Pool Assets, and by appropriate proceedings if adequate reserves with respect thereto are maintained on (B) any direct or indirect interest of the books Borrower, any Guarantor or any Subsidiary of the Borrower and its Subsidiaries in accordance with GAAPany Guarantor in respect of judgments permitted by §8.1(d); (fiii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations; (iv) encumbrances on properties consisting of easements, rights of way, zoning restrictions, leases and other occupancy agreements, 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, a Subsidiary Guarantor or a Subsidiary of such Person is a party, and other minor non-monetary liens or encumbrances none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower, the Subsidiary Guarantors or their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or any Subsidiary Guarantor individually or on the Unencumbered Pool Assets; (v) Liens on properties or interests therein (but excluding (A) Unencumbered Pool Assets or any interest therein, or (B) any direct or indirect interest of the Borrower, any Subsidiary Guarantor or any Subsidiary of the Borrower or any Subsidiary Guarantor) to secure Non-Recourse Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors which own an Unencumbered Pool Asset permitted by §8.1(g) and Secured Recourse Indebtedness permitted by §8.1(h); (vi) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with workers' compensation, unemployment insurance and other social security legislationthe maintenance of such deposit accounts in the ordinary course of business; (gvii) deposits to secure Liens of Capitalized Leases; (viii) Liens securing obligations in the nature of the performance of: of bids; , trade contracts and leases (other than for borrowed money Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or the purchase price of property or serviceslitigation); leases; statutory and other obligations required by law; surety, appeal and performance bonds (including Construction Bonds); and other obligations of a like nature incurred in the ordinary course of business; (ix) such other title and survey exceptions as Administrative Agent has approved in writing in Administrative Agent’s reasonable discretion; and (x) Liens arising under any of the Loan Documents. Notwithstanding anything in this Agreement to the contrary, (A) no Guarantor shall create or incur or suffer to be created or incurred or to exist any Lien other than Liens contemplated in (i) with respect to any Subsidiary Guarantor which owns an Unencumbered Pool Asset, §§8.2(i), (iv), (vi), (ix) and (x), and (ii) Liens in favor of surety bond companies pursuant with respect to indemnity agreements to secure the reimbursement obligations of the BorrowerREIT, M/I Homes§§8.2(i), Inc. or M/I Homes Construction(ii), Inc. on Construction Bonds(iii), provided (Avi), (ix) the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. at, and the rights of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. arising out of, the projects that are the subject of the Construction Bonds, (x); and (B) the Liens Borrower shall not attach create or incur or suffer to be created or incurred or to exist any real estateLien on any legal, and (C) equitable or beneficial interest of the aggregate amount of such Liens at any time shall not exceed the dollar amount of Construction Bonds then outstanding, and Borrower in any event shall not exceed of the amount of reimbursement obligations Subsidiary Guarantors, including, without limitation, any Distributions or rights to Distributions on Construction Bonds; (h) Liens of landlords, arising solely by operation of law, on fixtures and moveable property located on premises leased in the ordinary course of business; provided, however, that the rental payments secured thereby are not yet due; and (i) Liens arising as a result of a judgment or judgments against the Borrower or any of its Subsidiaries which do not in the aggregate exceed $1,000,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as to which appropriate reserves have been established in accordance with GAAPaccount thereof.

Restrictions on Liens, Etc. The Borrower will not, and Company will not permit any of its Subsidiaries to create, incur, assume (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its property, property or assets or revenues, of any character whether now owned or hereafter acquired, except:or upon the income or profits therefrom; (b) transfer any of its 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) sell, assign, pledge or otherwise encumber any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse (collectively the “Liens”); provided that the Company may create or incur or suffer to be created or incurred or to exist any of the following (the “Permitted Liens”): (ai) Liens for taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue or being contested in good faith; (ii) Liens in favor of the agent Purchasers and the Collateral Agent under the Senior Credit Agreement, for the ratable benefit of the banks thereunder, including without limitation Liens in favor of such agent on the Borrower's real property inventory situated in the State of Indiana to secure the Indebtedness to the banks under the Senior Credit Agreement, which Liens secure Indebtedness under the Senior Credit Agreement not in excess of the limits set forth in clause (a) of the definition of the term "Senior Debt"Note Documents; (b) Liens granted by M/I Financial Corp. on mortgage note receivables, which Liens secure Indebtedness under the M/I Financial Corp. Loan Agreement not in excess of $40,000,000; (c) Liens securing any other permitted Senior Debt or Additional Permitted Senior Debt; provided, however, that (i) such Liens do not at any time encumber any property other than the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, of the property being acquired on the date of acquisition, and (iii) the Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, without limitation, limits on Permitted Indebtedness); (d) Liens for taxes and special assessments not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's, or other like Liens arising in the ordinary course of business which are (including (A) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (B) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or which are being diligently contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (f) pledges not involving any deposits or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; (g) deposits to secure the performance of: bids; trade contracts (other than for advances or borrowed money or the deferred purchase price of property or services); leases; statutory services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; (iv) attachments, appeal bonds, judgments and other obligations required by law; suretysimilar Liens, appeal and performance bonds with respect to judgments that do not otherwise result in or cause an Event of Default; (including Construction Bonds); v) easements, rights of way, zoning ordinances, entitlements, minor defects or irregularities in title or survey, building codes and other obligations land use laws and environmental restrictions, regulations and ordinances, and other similar Liens regulating the use or occupancy of real property or the activities conducted thereon which are imposed by a like nature incurred Governmental Authority having jurisdiction over such real property which are not violated in any material respect by the current use or occupancy of such real property and do not interfere in any material respect with the ordinary use or operation of the business of the Company or the LGS Assets; (vi) the Ultra Lease and the rights of the Lessee thereunder; (vii) Liens arising under Article 2 or Article 4 of the Uniform Commercial Code and customary banker’s liens and rights of set-off, revocation, refund or chargeback in favor of banks or other financial institutions where the Company maintains deposits in the ordinary course of business; and ; (iiviii) Liens deemed to exist in favor of surety bond companies pursuant connection with repurchase agreements and other similar investments to indemnity agreements to secure the reimbursement obligations of the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. on Construction Bonds, provided extent such Investments are permitted under this Agreement; (Aix) the easements, rights of way and similar Liens securing Construction Bonds shall be limited set forth on Schedule B II to the assets of, Title Policy; provided they (a) are not violated in any material respect by the use or occupancy of such real property as appropriate, currently used and operated or as is contemplated to be used and operated in the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. at, and the rights of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. arising out of, the projects that are the subject of the Construction Bonds, (B) the Liens shall not attach to any real estatefuture, and (Cb) the aggregate amount of such Liens at any time shall do not exceed the dollar amount of Construction Bonds then outstanding, and interfere in any event shall not exceed material respect with the amount of reimbursement obligations on Construction Bonds; (h) Liens of landlords, arising solely by ordinary use or operation of lawthe business of the Company or the use, on fixtures operation and moveable property located on premises leased in the ordinary course of business; provided, however, that the rental payments secured thereby are not yet duevalue LGS Assets; and (ix) Liens arising as a result of a judgment or judgments against the Borrower or any of its Subsidiaries which do not in Xxxxxxx Judgment and the aggregate exceed $1,000,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as to which appropriate reserves have been established in accordance with GAAPNerd Enterprise Mortgage.

Restrictions on Liens, Etc. The Borrower Company will not, and will not permit any of its Subsidiaries to Subsidiary to, directly or indirectly, create, incur, assume or suffer to be created or incurred or to exist any Lien upon mortgage, lien, pledge, charge or encumbrance on or conditional sale or other title retention arrangement with respect to or security in any property or asset of its property, assets the Company or revenuesany Subsidiary, whether now owned or hereafter acquired, except:or upon any income or profits therefrom, or give its consent to any subordination of any right or claim of the Company or such Subsidiary to any right or claim of any other Person, other than (a) Liens in favor liens on property of the agent under the Senior Credit Agreement, for the ratable benefit of the banks thereunder, including without limitation Liens in favor a Subsidiary securing Indebtedness of such agent on the Borrower's real property inventory situated in the State of Indiana to secure the Indebtedness Subsidiary owing to the banks under the Senior Credit Agreement, which Liens secure Indebtedness under the Senior Credit Agreement not in excess of the limits set forth in clause (a) of the definition of the term "Senior Debt"Company; (b) Liens granted by M/I Financial Corp. on mortgage note receivablesliens of taxes, which Liens secure Indebtedness under assessments and governmental charges not yet payable, or payable without penalty so long as so payable, or deposits created in the M/I Financial Corp. Loan Agreement not in excess ordinary course of $40,000,000business as security for compliance with laws imposing taxes, assessments or governmental charges; (c) Liens securing any other permitted Senior Debt or Additional Permitted Senior Debt; providedliens of taxes, however, that (i) such Liens do not at any time encumber any property other than assessments and governmental charges the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, validity of the property being acquired on the date of acquisition, and (iii) the Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, without limitation, limits on Permitted Indebtedness); (d) Liens for taxes and special assessments not yet due or which are being contested in good faith and by appropriate proceedings action promptly initiated and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAPsuch reserve or other appropriate provision, if any, as shall be required by Required Accounting Practice shall have been made therefor; (ed) carriers', warehousemen's, materialmen's, mechanics', materialmen's, repairmen's, employees' or other like Liens similar liens for services arising in the ordinary course of business which are not overdue for a period of more than 30 days yet due or which are being contested in good faith and by appropriate proceedings action promptly initiated in good faith by appropriate action promptly initiated and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAPsuch reserve or other appropriate provision, if any, as shall be required by Required Accounting Practice shall have been made therefor; (fe) pledges liens incurred or deposits made in the ordinary course of business in connection with workers' workmen's compensation, unemployment insurance and other social security legislationsecurity, or to secure the performance of leases ( provided that all such liens incurred and deposits made in connection with such leases do not at any time exceed $250,000), tenders statutory obligations, surety and appeal bonds, performance and return-of-money bonds and other similar obligations (exclusive of obligations incurred in connection with the borrowing of money or the obtaining of advances or credit); (f) any judgment lien, unless the judgment it secures shall not, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 30 days after the expiration of any such stay; (g) deposits to secure the performance of: bids; trade contracts (other than for borrowed money or the purchase price of property or services); leases; statutory and other obligations required by law; surety, appeal and performance bonds (including Construction Bonds); and other obligations of a like nature incurred leases granted in the ordinary course of business; and (ii) Liens business or leases to which any property acquired in favor the ordinary course of surety bond companies pursuant to indemnity agreements to secure the reimbursement obligations of the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. on Construction Bondsbusiness is subject, provided (A) the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. at, and the rights of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. arising out of, the projects that such leases are the subject of the Construction Bonds, (B) the Liens shall not attach to any real estate, and (C) the aggregate amount of such Liens at any time shall not exceed the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the amount of reimbursement obligations on Construction Bondspermitted by this Agreement; (h) Liens encumbrances (other than to secure the payment of landlordsmoney), arising solely easements, rights-of-way, servitudes, permits, reservations, leases and other rights in respect of gravels, minerals, oil, gases or water or in respect of grazing, logging, mining, canals, ditches, reservoirs or the like, conditions, covenants, party wall agreements or other restrictions, or easements for streets, alleys, highways, pipe lines, telephone lines, power lines, railways and other rights-of-way, on, over or in respect of property (other than property used or to be used primarily for compressor stations) owned by the Company or a Subsidiary or over which the Company or Subsidiary owns rights-of-way, easements, permits or licenses, provided that such encumbrances, easements, rights-of-way, servitudes, permits, reservations, leases, rights, conditions, covenants, party wall agreements or other restrictions are such that they will not either individually or in the aggregate, if exercised or availed of, interfere materially with the proper use or operation of lawthe property affected thereby for the purpose for which such property is or is to be used, on fixtures and moveable property located on premises leased provided, further, that, in the ordinary course case of business; such of the same as relate only to property on, over or in respect of which the Company or a Subsidiary owns rights-of-way or easements exclusively for pipe line purposes or locations for regulator stations or other pipe line facilities (other than compressor stations), the Company or such Subsidiary has power under eminent domain or similar statutes to remove the same; (i) rights reserved to or vested in any municipality or public authority to control or regulate any property of the Company or a Subsidiary or to use such property of the Company or a Subsidiary or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Company or such Subsidiary; (j) obligations or duties, affecting the property of the Company or a Subsidiary, to any municipality or public authority with respect to any certificate of public convenience and necessity, franchise, grant, license or permit which do not materially impair the use of such property for the purposes for which it is held by the Company or such Subsidiary; (k) zoning laws and ordinances; (l) irregularities in or deficiencies of title to any rights-of-way, licenses or permits for pipe lines, telephone lines, power lines, water lines and/or appurtenances thereto or other improvements thereon, and to any real estate used or to be used primarily for right-of-way purposes or for regulator stations or other pipe line facilities (other than compressor stations), provided that the Company or a Subsidiary shall have obtained from the apparent owner of the land or estate covered by any such right-of-way, license or permit a sufficient right, by the terms of the instrument granting such right-of-way, license or permit to the use thereof for the construction, operation or maintenance of the lines, appurtenances or improvements for which the same is used or is to be used, and provided, howeverfurther, that the rental payments Company or such Subsidiary has power under eminent domain or similar statutes to remove such irregularities or deficiencies; (m) reservations and other matters relating to titles to leases and leasehold interests in oil and gas properties and the lands covered thereby, if such reservations and other matters do not, in the aggregate, materially affect the marketability of the title thereto, and do not materially impair the use of such leases or leasehold interests for the purposes for which they are held or the value of the interest therein; (n) liens and other encumbrances incurred in connection with Indebtedness of the Company not in excess of $10,000,000 at any time outstanding, issued by a municipality or development corporation to finance the construction of premises to be used by the Company or a Subsidiary thereof, the interest on which is exempt from federal income tax under Section 103(b) of the Code, provided that the incurrence of such Indebtedness secured thereby are is permitted by Section 10.1; (o) purchase money mortgages, liens or security interests in respect of property either acquired by the Company or upon which the Company is constructing improvements after the date of this Agreement, or mortgage, liens or security interests existing in respect of such property at the time of acquisition thereof, securing Indebtedness of the Company, provided that (i) no such mortgage, lien or security interest shall extend to or cover any other property, or secure any other Indebtedness of the Company or any Subsidiary, (ii) the incurrence of such Indebtedness secured thereby is permitted by Section 10.1, (iii) the aggregate principal amount of all Indebtedness of the Company secured by all such mortgages, liens and security interests shall not yet dueexceed $2,500,000 at any time outstanding, and (iv) the aggregate principal amount of all Indebtedness secured by all such mortgages, liens or other security interests in respect of any such property shall not exceed 90% of the cost or fair market value (as determined by the Company in good faith), whichever shall be lower, of such property at the time of the acquisition thereof by the Company; and (ip) Liens arising as a result liens and other encumbrances resulting from the placement in trust of a judgment or judgments against United States government securities for the Borrower or any benefit of its Subsidiaries which do not in the aggregate exceed $1,000,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject holders of any attachmentIndebtedness of the Company or such Subsidiary under circumstances where such Indebtedness is deemed to be extinguished under generally accepted accounting principles but for which the Company or such Subsidiary remains legally liable, levy or enforcement proceedingprovided that the current market value as of the date of such placement in trust of such securities shall not exceed the unpaid balance of such Indebtedness. The Company will not, and will not permit any Subsidiary to, sign or file in any state or other jurisdiction a financing statement under the Uniform Commercial Code which names the Company or such Subsidiary as debtor or sign any security agreement authorizing any secured party thereunder to file any such financing statement, except, in any such case, a financing statement filed or to be filed to perfect or protect a security interest which appropriate reserves have been established in accordance with GAAPthe Company or such Subsidiary is entitled to create, assume or incur, or permit to exist, under this Section 10.5.

Restrictions on Liens, Etc. The Borrower CCA and its Subsidiaries will not, and will not permit any of its Subsidiaries to create, incur, assume (i) create or incur or suffer to be created or incurred or to exist any Lien upon any of the Capri Company Equity Interests of CCA and its property, Subsidiaries or its property or assets or revenues, of any character whether now owned or hereafter acquired, except: (a) Liens in favor of or upon the agent under the Senior Credit Agreement, for the ratable benefit of the banks thereunder, including without limitation Liens in favor of such agent on the Borrower's real property inventory situated in the State of Indiana to secure the Indebtedness to the banks under the Senior Credit Agreement, which Liens secure Indebtedness under the Senior Credit Agreement not in excess of the limits set forth in clause (a) of the definition of the term "Senior Debt"; (b) Liens granted by M/I Financial Corp. on mortgage note receivables, which Liens secure Indebtedness under the M/I Financial Corp. Loan Agreement not in excess of $40,000,000; (c) Liens securing any other permitted Senior Debt income or Additional Permitted Senior Debtprofits therefrom; provided, however, that (i) such Liens do not at any time encumber any property other than the property financed by such secured Indebtedness, and (ii) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, performance of the property being acquired on the date any other obligation in priority to payment of acquisition, and its general creditors; (iii) 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; (iv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness secured thereby shall not exceed or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any limits in this Agreement on priority whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; PROVIDED, HOWEVER, that CCA and its Subsidiaries may create or incur or suffer to be created or incurred or to exist the amount of such Indebtedness following (including, without limitation, limits on Permitted Indebtedness);"CCA PERMITTED LIENS"): (dA) Liens on properties to secure Taxes or claims for taxes and special assessments labor, material or supplies in respect of obligations not yet due overdue or which are being contested in good faith and by appropriate proceedings if for which adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries determined in accordance with GAAPGAAP have been established (and as to which the property subject to any such Lien is not yet subject of foreclosure, sale, collection, levy or loss on account thereof); (eB) carriers', warehousemen's, mechanics', materialmen's, repairmen'sdeposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAPsocial security obligations; (fC) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislationpresently outstanding Liens listed on SCHEDULE 6.8(D); (g) deposits to secure the performance of: bids; trade contracts (other than for borrowed money or the purchase price of property or services); leases; statutory and other obligations required by law; surety, appeal and performance bonds (including Construction Bonds); and other obligations of a like nature incurred in the ordinary course of business; and (iiD) Liens in favor of surety bond companies the Investor under the Transaction Documents; (E) Liens securing Indebtedness permitted pursuant to indemnity agreements to secure the reimbursement obligations of the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. on Construction BondsSection 6.8(c)(v), provided (A) such Lien does not extend beyond the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. at, and the rights of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. arising out of, the projects that are equipment which is the subject of the Construction Bonds, (B) the Liens shall not attach to any real estate, and (C) the aggregate amount of such Liens at any time shall not exceed the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the amount of reimbursement obligations on Construction Bonds; (h) Liens of landlords, arising solely by operation of law, on fixtures and moveable property located on premises leased in the ordinary course of business; provided, however, that the rental payments secured thereby are not yet dueIndebtedness; and (iF) Liens arising as a result of a judgment or judgments against the Borrower or any of its Subsidiaries which do not in the aggregate exceed $1,000,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as to which appropriate reserves have been established in accordance with GAAPsecuring Indebtedness permitted under Section 6.8(c)(vi).

Restrictions on Liens, Etc. The Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume or suffer to be created or incurred or to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except: (a) Liens in favor of the agent under the Senior Credit Agreement, for the ratable benefit of the banks thereunder, including without limitation Liens in favor of such agent on the Borrower's real property inventory situated in the State of Indiana to secure the Indebtedness to the banks under the Senior Credit Agreement, which Liens secure Indebtedness under the Senior Credit Agreement not in excess of the limits set forth in clause (a) of the definition of the term "Senior Debt"; (b) Liens granted by M/I Financial Corp. on mortgage note receivables, which Liens secure Indebtedness under the M/I Financial Corp. Loan Agreement not in excess of $40,000,000; (c) Liens securing any other permitted Senior Debt or Additional Permitted Senior Debt; provided, however, that (i) such Liens do not at any time encumber any property other than the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, of the property being acquired on the date of acquisition, and (iii) the Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, without limitation, limits on Permitted Secured Indebtedness); (d) Liens for taxes and special assessments not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's, or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (f) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; (g) deposits to secure the performance of: bids; trade contracts (other than for borrowed money or the purchase price of property or services); leases; statutory and other obligations required by law; surety, appeal and performance bonds (including Construction Bonds); and other obligations of a like nature incurred in the ordinary course of business; and (ii) Liens in favor of surety bond companies pursuant to indemnity agreements to secure the reimbursement obligations of the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. on Construction Bonds, provided (A) the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. at, and the rights of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. arising out of, the projects that are the subject of the Construction Bonds, (B) the Liens shall not attach to any real estate, and (C) the aggregate amount of such Liens at any time shall not exceed the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the amount of reimbursement obligations on Construction Bonds; (h) Liens of landlords, arising solely by operation of law, on fixtures and moveable property located on premises leased in the ordinary course of business; provided, however, that the rental payments secured thereby are not yet due; and (i) Liens arising as a result of a judgment or judgments against the Borrower or any of its Subsidiaries which do not in the aggregate exceed $1,000,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as to which appropriate reserves have been established in accordance with GAAP.

Restrictions on Liens, Etc. The Borrower Company will not, and will not permit any of its Subsidiaries to create, incur, assume or suffer to be created or incurred or to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except: (a) Liens in favor of the agent under the Senior Credit Agreement, for the ratable benefit of the banks thereunder, including without limitation Liens in favor of such agent on the BorrowerCompany's real property inventory situated in the State of Indiana to secure the Indebtedness to the banks under the Senior Credit Agreement, which Liens secure Indebtedness under the Senior Credit Agreement not in excess of the limits set forth in clause (a) of the definition of the term "Senior Debt"; (b) Liens granted by M/I Financial Corp. on mortgage note receivables, which Liens secure Indebtedness under the M/I Financial Corp. Loan Agreement not in excess of $40,000,00030,000,000; (c) Liens securing any other permitted Senior Debt or Additional Permitted Senior Debt; provided, however, that (i) such Liens do not at any time encumber any property other than the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, of the property being acquired on the date of acquisition, and (iii) the Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, without limitation, limits on Permitted Secured Indebtedness); (d) Liens for taxes and special assessments not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower Company and its Subsidiaries in accordance with GAAP; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's, or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower Company and its Subsidiaries in accordance with GAAP; (f) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; (g) deposits to secure the performance of: bids; trade contracts (other than for borrowed money or the purchase price of property or services); leases; statutory and other obligations required by law; surety, appeal and performance bonds (including Construction Bonds); and other obligations of a like nature incurred in the ordinary course of business; and (ii) Liens in favor of surety bond companies pursuant to indemnity agreements to secure the Company's reimbursement obligations of the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. on Construction Bonds, provided (A) the Liens securing Construction Bonds shall be limited to the Company's assets of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. at, and the Company's rights of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. arising out of, the projects that are the subject of the Construction Bonds, (B) the Liens shall not attach to any real estate, and (C) the aggregate amount of such Liens at any time shall not exceed the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the amount of reimbursement obligations on Construction Bonds; (h) Liens of landlords, arising solely by operation of law, on fixtures and moveable property located on premises leased in the ordinary course of business; provided, however, that the rental payments secured thereby are not yet due; and (i) Liens arising as a result of a judgment or judgments against the Borrower Company or any of its Subsidiaries which do not in the aggregate exceed $1,000,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as to which appropriate reserves have been established in accordance with GAAP.

Restrictions on Liens, Etc. The Borrower will not, and Seagull will not permit any of its Subsidiaries to directly or indirectly create, incur, assume or suffer to be created or incurred or to exist any Lien mortgage, lien, pledge, charge or encumbrance on or conditional sale or other title retention arrangement with respect to any property or asset of the Division, whether owned on the date of delivery hereof or subsequently acquired, or upon any of its propertyincome or profits therefrom, assets or revenues, whether now owned or hereafter acquired, exceptother than: (a) Liens in favor the lien of the agent under the Senior Credit Agreement, for the ratable benefit of the banks thereunder, including without limitation Liens in favor of such agent on the Borrower's real property inventory situated in the State of Indiana to secure the Indebtedness to the banks under the Senior Credit Agreement, which Liens secure Indebtedness under the Senior Credit Agreement not in excess of the limits set forth in clause (a) of the definition of the term "Senior Debt"Intercompany Mortgage; (b) Liens granted by M/I Financial Corp. on mortgage note receivablesliens of taxes, which Liens secure Indebtedness under assessments and governmental charges not yet payable, or payable without penalty so long as so payable, or deposits created in the M/I Financial Corp. Loan Agreement not in excess ordinary course of $40,000,000business of the Division as security for compliance with laws imposing taxes, assessments or governmental charges; (c) Liens securing any other permitted Senior Debt or Additional Permitted Senior Debt; providedliens of taxes, however, that (i) such Liens do not at any time encumber any property other than assessments and governmental charges the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, validity of the property being acquired on the date of acquisition, and (iii) the Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, without limitation, limits on Permitted Indebtedness); (d) Liens for taxes and special assessments not yet due or which are being contested in good faith and by appropriate proceedings action promptly initiated and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAPsuch reserve or other appropriate provision, if any, as shall be required by Required Accounting Practice shall have been made therefor; (ed) carriers', ' warehousemen's, materialmen's mechanics', materialmen's, repairmen's, employees' or other like Liens similar liens for services arising in the ordinary course of the business which are of the Division not overdue for a period of more than 30 days yet due or which are being contested in good faith and by appropriate proceedings action promptly initiated and diligently conducted, if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAPsuch reserve or other appropriate provision, if any, as shall be required by Required Accounting Practice shall have been made therefor; (fe) pledges liens incurred or deposits made in the ordinary course of the business of the Division in connection with workers' workmen's compensation, unemployment insurance and other social security legislationsecurity, or to secure the performance of leases (provided that all such liens incurred and deposits made in connection with such leases do not at any time exceed $1,000,000), tenders, statutory obligations, surety and appeal bonds, performance and return-of-money bonds and other similar obligations (exclusive of obligations incurred in connection with the borrowing of money or the obtaining of advances of credit); (f) any judgment lien, unless the judgment it secures shall not, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 30 days after the expiration of any such stay; (g) deposits to secure the performance of: bids; trade contracts (other than for borrowed money or the purchase price of property or services); leases; statutory and other obligations required by law; surety, appeal and performance bonds (including Construction Bonds); and other obligations of a like nature incurred leases granted in the ordinary course of business; and (ii) Liens in favor of surety bond companies pursuant to indemnity agreements to secure the reimbursement obligations business of the Borrower, M/I Homes, Inc. Division or M/I Homes Construction, Inc. on Construction Bonds, provided (A) leases to which any property acquired in the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. at, and the rights of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. arising out of, the projects that are the subject ordinary course of the Construction Bonds, (B) business of the Liens shall not attach to any real estate, and (C) the aggregate amount of such Liens at any time shall not exceed the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the amount of reimbursement obligations on Construction BondsDivision is subject; (h) Liens encumbrances (other than to secure the payment of landlordsmoney), arising solely easements, rights-of-way, servitudes, permits, reservations, leases and other rights in respect of gravels, minerals, oil, gases or water or in respect of grazing, logging, mining, canals, ditches, reservoirs or the like, conditions, covenants, party wall agreements or other restrictions, or easements for streets, alleys, highways, pipe lines, telephone lines, power lines, railways and other rights-of-way, on, over or in respect of property (other than property used or to be used primarily for compressor stations) owned by Seagull or over which Seagull owns rights-of-way, easements, permits or licenses, provided that such encumbrances, easements, rights-of-way, servitudes, permits, reservations, leases, rights, conditions, covenants, party wall agreements or other restrictions are such that they will not either individually or in the aggregate, if exercised or availed of, interfere materially with the proper use or operation of lawthe property affected thereby for the purpose for which such property is or is to be used, on fixtures and moveable provided, further, that in case of such of the same as relate only to property located on premises leased on, over or in respect of which Seagull owns rights-of-way or easements exclusively for pipe line purposes or locations for regulator stations or other pipe line facilities (other than compressor stations), Seagull has power under eminent domain or similar statutes to remove the same; (i) rights reserved to or vested in any municipality or public authority to control or regulate any property of Seagull or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held; (j) obligations or duties, affecting the property of Seagull, to any municipality or public authority with respect to any certificate of public convenience or necessity, franchise, grant, license or permit which do not materially impair the use of such property for the purposes for which it is held; (k) zoning laws and ordinances; (l) irregularities in or deficiencies of title to any rights-of-way, licenses or permits for pipe lines, telephone lines, power lines, water lines and/or appurtenances thereto or other improvements thereon, and to any real estate used or to be used primarily for right-of-way purposes or for regulator stations or other pipe line facilities (other than compressor stations), provided that Seagull shall have obtained from the apparent owner of the land or estate covered by any such right-of-way, licenses or permits, and shall hold as an asset of the Division a sufficient right, by the terms of the instrument granting such right-of-way, license or permit to the use thereof for the construction, operation or maintenance of the lines, appurtenances or improvements for which the same is used or is to be used, and provided, further, that Seagull has power under eminent domain or similar statutes to remove such irregularities or deficiencies; (m) reservations and other matters relating to titles to leases and leasehold interests in oil and gas properties and the lands covered thereby, if such reservations and other matters do not, in the ordinary course aggregate, materially affect the marketability of business; providedthe title thereto, howeverand do not materially impair the use of such leases or leasehold interests for the purposes for which they are held or the value of the interest therein; (n) liens and other encumbrances incurred in connection with Indebtedness of Seagull not in excess of $10,000,000 at any time outstanding issued by a municipality or development corporation to finance the acquisition and construction of the property subject to such lien to be used by the Company or a Subsidiary thereof, that the rental payments secured thereby are not yet dueinterest on which is exempt from federal income tax under section 103(b) of the Code; and (o) purchase money mortgages, liens or security interests in respect of property held as an asset of the Division either acquired by Seagull or upon which Seagull is constructing improvements after the date of this Agreement, or mortgages, liens, or security interests existing in respect of such property at the time of acquisition thereof, securing Indebtedness of Seagull, provided that (i) Liens arising as a result no such mortgage, lien or security interest shall extend to or cover any other property, or secure any other Indebtedness of a judgment or judgments against the Borrower or any of its Subsidiaries which do not in Seagull, (ii) the aggregate principal amount of all Indebtedness of Seagull secured by all such mortgages, liens and security interest shall not exceed $1,000,000 2,500,000 at any one time outstanding, which are being diligently contested and (iii) the aggregate principal amount of all Indebtedness secured by all such mortgages, liens or other security interest in respect of any such property shall not exceed 90% of the cost or fair market value (as determined by Seagull in good faith), whichever shall be lower, of such property at the time of the acquisition thereof by Seagull. Seagull will not sign or file in any state or other jurisdiction a financing statement under the Uniform Commercial Code with respect to any such property or asset or sign any security agreement with respect to any such property or asset authorizing statement, except, in any such case, a financing statement filed or to be filed to perfect or protect a security interest which are not Seagull is entitled to create, assume or incur, or permit to exist, under this Section 5.5. In no event will the subject capital stock of any attachmentthe Company constitute, levy or enforcement proceedingbe deemed to constitute, and as to which appropriate reserves have been established in accordance with GAAPan asset or property of the Division for purposes of this Section 5.5.

Restrictions on Liens, Etc. The Neither Borrower nor any Restricted Subsidiary will not, and will not permit any of its Subsidiaries to create, incur, assume (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its property, property or assets or revenues, of any character whether now owned or hereafter acquired, except:or upon the income or profits therefrom; (b) transfer any of its 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) sell, assign, pledge or otherwise encumber any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse (collectively the "Liens"); provided that the Loan Parties may create or incur or suffer to be created or incurred or to exist any of the following (the "Permitted Liens"): (ai) Liens for taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue or being contested in good faith; (ii) Liens in favor of the agent Agent and Lenders under the Senior Credit Agreement, for the ratable benefit of the banks thereunder, including without limitation Liens in favor of such agent on the Borrower's real property inventory situated in the State of Indiana to secure the Indebtedness to the banks under the Senior Credit Agreement, which Liens secure Indebtedness under the Senior Credit Agreement not in excess of the limits set forth in clause (a) of the definition of the term "Senior Debt"Loan Documents; (b) Liens granted by M/I Financial Corp. on mortgage note receivables, which Liens secure Indebtedness under the M/I Financial Corp. Loan Agreement not in excess of $40,000,000; (c) Liens securing any other permitted Senior Debt or Additional Permitted Senior Debt; provided, however, that (i) such Liens do not at any time encumber any property other than the property financed by such secured Indebtedness, and (ii) the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, of the property being acquired on the date of acquisition, and (iii) the Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, without limitation, limits on Permitted Indebtedness); (d) Liens for taxes and special assessments not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's, or other like Liens arising in the ordinary course of business which are (including (A) Liens of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by law and (B) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or which are being diligently contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (f) pledges not involving any deposits or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; (g) deposits to secure the performance of: bids; trade contracts (other than for advances or borrowed money or the deferred purchase price of property or services); leases; statutory services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; (iv) attachments, appeal bonds, judgments and other obligations required by law; suretysimilar Liens, appeal and performance bonds with respect to judgments that do not otherwise result in or cause an Event of Default; (including Construction Bonds); v) easements, rights of way, zoning ordinances, entitlements, minor defects or irregularities in title or survey, building codes and other obligations land use laws and environmental restrictions, regulations and ordinances, and other similar Liens regulating the use or occupancy of real property or the activities conducted thereon which are imposed by a like nature incurred Governmental Authority having jurisdiction over such real property which are not violated in any material respect by the current use or occupancy of such real property and do not interfere in any material respect with the ordinary operation of the business of any Loan Party; (vi) Liens arising under Article 2 or Article 4 of the Uniform Commercial Code and customary banker's liens and rights of set-off, revocation, refund or chargeback in favor of banks or other financial institutions where any Loan Party maintains deposits in the ordinary course of business; and (ii) Liens in favor of surety bond companies pursuant to indemnity agreements to secure the reimbursement obligations of the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. on Construction Bonds, provided (A) the Liens securing Construction Bonds shall be limited to the assets of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. at, and the rights of, as appropriate, the Borrower, M/I Homes, Inc. or M/I Homes Construction, Inc. arising out of, the projects that are the subject of the Construction Bonds, (B) the Liens shall not attach to any real estate, and (C) the aggregate amount of such Liens at any time shall not exceed the dollar amount of Construction Bonds then outstanding, and in any event shall not exceed the amount of reimbursement obligations on Construction Bonds; (hvii) Liens of landlords, arising solely by operation of law, on fixtures deemed to exist in connection with repurchase agreements and moveable property located on premises leased in other similar investments to the ordinary course of business; provided, however, that the rental payments secured thereby extent such Investments are not yet duepermitted under this Agreement; and (iviii) non-recourse Liens arising as a result on the Equity Interest of a judgment or judgments against the Borrower or any of its Subsidiaries which do not in the aggregate exceed $1,000,000 at any one time outstanding, which are being diligently contested in good faith, which are not the subject of any attachment, levy or enforcement proceeding, and as to which appropriate reserves have been established in accordance with GAAPUnrestricted Subsidiaries.