Common use of Restrictions on Liens, Etc Clause in Contracts

Restrictions on Liens, Etc. CCLP and its Subsidiaries will not (except Finance in connection with its purchase, origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business consistent with past practice including Liens in favor of the Warehouse Lender under the Warehousing Facility), (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 CCLP and its Subsidiaries or their respective properties or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of their respective properties 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 their respective 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 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 (v) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; PROVIDED, HOWEVER, that CCLP and its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following ("CCLP PERMITTED LIENS"): (A) Liens on properties to secure Taxes or claims for labor, material or supplies in respect of obligations not overdue or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP 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); (B) 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; (C) presently outstanding Liens listed on SCHEDULE 6.5(D); (D) Liens in favor of the Investor under the Transaction Documents; (E) Liens securing Indebtedness to Xxxxxx Xxx, Xxxxxxx Mac, the GNMA the FHA or other parties with whom CCLP and its Subsidiaries originate, sell, repurchase or otherwise service Mortgage Loans provided such Liens relate to the foregoing transactions, but only to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing in the ordinary course of business; (F) reserves from time to time required by Xxxxxx Mae or other Regulatory Bodies to be maintained in connection with Mortgage Loans; (G) Liens securing Indebtedness secured by real property acquired upon foreclosure of Mortgages, which either (x) is so securing at the time of such acquisition, or (y) is directly related to such real property, not in excess of the fair market value thereof, and reasonably expected by CCLP and its Subsidiaries to be recovered from the sale or other disposition of the subject real property; (H) Liens securing Indebtedness permitted pursuant to Section 6.5(c)(viii), provided such Lien does not extend beyond the equipment which is the subject of the Indebtedness; and (I) Liens securing Indebtedness permitted under Section 6.5(c)(ix).

Restrictions on Liens, Etc. CCLP and its Subsidiaries Neither Borrower nor any Restricted Subsidiary will not (except Finance in connection with its purchase, origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business consistent with past practice including Liens in favor of the Warehouse Lender under the Warehousing Facility), (ia) 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 the Capri Company Equity Interests of CCLP and its Subsidiaries or their respective properties property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (iib) transfer any of their respective properties 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 their respective its general creditors; (iiic) 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 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 (vd) sell, assign, pledge or otherwise transfer encumber any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourserecourse (collectively the "Liens"); PROVIDED, HOWEVER, provided that CCLP and its Subsidiaries the Loan Parties may create or incur or suffer to be created or incurred or to exist any of the following (the "CCLP PERMITTED LIENSPermitted Liens"): (Ai) Liens on properties to secure Taxes for taxes, assessments and other governmental charges or claims for labor, material or supplies in respect of obligations not overdue or which are being contested in good faith; (ii) Liens in favor of Agent and Lenders under the Loan Documents; (iii) Liens arising in the ordinary course of business (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 or being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves determined in accordance with GAAP have been established (and as to the execution or other enforcement of which the property subject to any such Lien is not yet subject of foreclosure, sale, collection, levy or loss on account thereof)effectively stayed; (Biv) deposits attachments, appeal bonds, judgments and other similar Liens, with respect to judgments that do not otherwise result in or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligationscause an Event of Default; (Cv) presently outstanding easements, rights of way, zoning ordinances, entitlements, minor defects or irregularities in title or survey, building codes and other land use laws and environmental restrictions, regulations and ordinances, and other similar Liens listed on SCHEDULE 6.5(D)regulating the use or occupancy of real property or the activities conducted thereon which are imposed by a 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; (Dvi) 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 the Investor under the Transaction Documents; (E) Liens securing Indebtedness to Xxxxxx Xxx, Xxxxxxx Mac, the GNMA the FHA banks or other parties with whom CCLP and its Subsidiaries originate, sell, repurchase or otherwise service Mortgage Loans provided such Liens relate to the foregoing transactions, but only to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing financial institutions where any Loan Party maintains deposits in the ordinary course of business; (Fvii) reserves from time Liens deemed to time required by Xxxxxx Mae or other Regulatory Bodies to be maintained exist in connection with Mortgage Loans; (G) Liens securing Indebtedness secured by real property acquired upon foreclosure of Mortgages, which either (x) is so securing at repurchase agreements and other similar investments to the time of extent such acquisition, or (y) is directly related to such real property, not in excess of the fair market value thereof, and reasonably expected by CCLP and its Subsidiaries to be recovered from the sale or other disposition of the subject real property; (H) Liens securing Indebtedness Investments are permitted pursuant to Section 6.5(c)(viii), provided such Lien does not extend beyond the equipment which is the subject of the Indebtednessunder this Agreement; and (Iviii) non-recourse Liens securing Indebtedness permitted under Section 6.5(c)(ix)on the Equity Interest of Unrestricted Subsidiaries.

Restrictions on Liens, Etc. CCLP and its Subsidiaries Seagull will not directly or indirectly create, assume or suffer to exist any 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 income or profits therefrom, other than: (except Finance in connection with its purchasea) the lien of the Intercompany Mortgage; (b) liens of taxes, origination assessments and sale from time to time of Mortgage Loans and related assets governmental charges not yet payable, or payable without penalty so long as so payable, or deposits created in the ordinary course of business consistent with past practice including Liens in favor of the Warehouse Lender under the Warehousing Facility)Division as security for compliance with laws imposing taxes, (i) create assessments or incur or suffer to be created or incurred or to exist any Lien upon any of the Capri Company Equity Interests of CCLP and its Subsidiaries or their respective properties or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of their respective properties 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 their respective 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 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 (v) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; PROVIDED, HOWEVER, that CCLP and its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following ("CCLP PERMITTED LIENS"):governmental charges; (Ac) Liens on properties to secure Taxes or claims for laborliens of taxes, material or supplies in respect assessments and governmental charges the validity of obligations not overdue or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP action promptly initiated and diligently conducted, if such reserve or other appropriate provision, if any, as shall be required by Required Accounting Practice shall 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)made therefor; (Bd) carriers' warehousemen's, materialmen's mechanics', repairmen's, employees' or other similar liens for services arising in the ordinary course of the business of the Division not yet due or being contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve or other appropriate provision, if any, as shall be required by Required Accounting Practice shall have been made therefor; (e) liens incurred or deposits or pledges made in the ordinary course of the business of the Division in connection with, or to secure payment of, with workmen's compensation, unemployment insurance, old age pensions or insurance and other social security security, 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 (C) presently outstanding Liens listed on SCHEDULE 6.5(Dexclusive of obligations incurred in connection with the borrowing of money or the obtaining of advances of credit); (Df) Liens in favor 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 the Investor under the Transaction Documentsany such stay; (Eg) Liens securing Indebtedness to Xxxxxx Xxx, Xxxxxxx Mac, the GNMA the FHA or other parties with whom CCLP and its Subsidiaries originate, sell, repurchase or otherwise service Mortgage Loans provided such Liens relate to the foregoing transactions, but only to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing leases granted in the ordinary course of businessthe business of the Division or leases to which any property acquired in the ordinary course of the business of the Division is subject; (Fh) reserves from time encumbrances (other than to time required by Xxxxxx Mae secure the payment of money), 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 Regulatory Bodies 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 maintained 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 the property affected thereby for the purpose for which such property is or is to be used, and provided, further, that in case of such of the same as relate only to property 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 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 Mortgage Loans;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, the interest on which is exempt from federal income tax under section 103(b) of the Code; and (Go) Liens securing Indebtedness secured purchase money mortgages, liens or security interests in respect of property held as an asset of the Division either acquired by real 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 acquired upon foreclosure of Mortgages, which either (x) is so securing at the time of acquisition thereof, securing Indebtedness of Seagull, provided that (i) no such acquisitionmortgage, lien or security interest shall extend to or cover any other property, or secure any other Indebtedness of Seagull, (yii) is directly related to the aggregate principal amount of all Indebtedness of Seagull secured by all such real propertymortgages, liens and security interest shall not exceed $2,500,000 at any time outstanding, and (iii) the aggregate principal amount of all Indebtedness secured by all such mortgages, liens or other security interest in excess respect of any such property shall not exceed 90% of the cost or fair market value thereof(as determined by Seagull in good faith), and reasonably expected whichever shall be lower, of such property at the time of the acquisition thereof by CCLP and its Subsidiaries 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 recovered from filed to perfect or protect a security interest which Seagull is entitled to create, assume or incur, or permit to exist, under this Section 5.5. In no event will the sale or other disposition capital stock of the subject real property; (H) Liens securing Indebtedness permitted pursuant Company constitute, or be deemed to Section 6.5(c)(viii)constitute, provided such Lien does not extend beyond the equipment which is the subject an asset or property of the Indebtedness; and (I) Liens securing Indebtedness permitted under Division for purposes of this Section 6.5(c)(ix)5.5.

Restrictions on Liens, Etc. CCLP The Borrower will not, and will not permit any of its Subsidiaries will not (except Finance in connection with its purchaseto create, origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business consistent with past practice including Liens in favor of the Warehouse Lender under the Warehousing Facility)incur, (i) create or incur assume or suffer to be created or incurred or to exist any Lien upon any of the Capri Company Equity Interests of CCLP and its Subsidiaries property, assets or their respective properties or assets of any character 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 upon Additional Permitted Senior Debt; provided, however, that (i) such Liens do not at any time encumber any property other than the income or profits therefrom; property financed by such secured Indebtedness, and (ii) transfer any the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, of their respective properties or assets or the income or profits therefrom for property being acquired on the purpose date of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of their respective general creditors; acquisition, and (iii) acquirethe Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, or agree or have an option to acquirewithout limitation, 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 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 (v) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; PROVIDED, HOWEVER, that CCLP and its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following ("CCLP PERMITTED LIENS"):limits on Permitted Indebtedness); (Ad) Liens on properties to secure Taxes or claims for labor, material or supplies in respect of obligations taxes and special assessments not overdue yet due or which are being contested in good faith and by appropriate proceedings for which if adequate reserves determined with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP 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)GAAP; (Be) 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 or pledges made in connection with, or to secure payment of, workmen's with workers' compensation, unemployment insurance, old age pensions or insurance and other social security obligationslegislation; (Cg) presently outstanding Liens listed on SCHEDULE 6.5(Ddeposits 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 (D) Liens in favor including Construction Bonds); and other obligations of the Investor under the Transaction Documents; (E) Liens securing Indebtedness to Xxxxxx Xxx, Xxxxxxx Mac, the GNMA the FHA or other parties with whom CCLP and its Subsidiaries originate, sell, repurchase or otherwise service Mortgage Loans provided such Liens relate to the foregoing transactions, but only to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing a like nature incurred in the ordinary course of business; ; and (F) reserves from time to time required by Xxxxxx Mae or other Regulatory Bodies to be maintained in connection with Mortgage Loans; (Gii) Liens securing Indebtedness secured by real property acquired upon foreclosure in favor of Mortgages, which either (x) is so securing at surety bond companies pursuant to indemnity agreements to secure the time of such acquisition, or (y) is directly related to such real property, not in excess reimbursement obligations of the fair market value thereofBorrower, 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 reasonably expected by CCLP and its Subsidiaries to be recovered from the sale rights of, as appropriate, the Borrower, M/I Homes, Inc. or other disposition of M/I Homes Construction, Inc. arising out of, the subject real property; (H) Liens securing Indebtedness permitted pursuant to Section 6.5(c)(viii), provided such Lien does not extend beyond the equipment which is projects that are the subject of the IndebtednessConstruction 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 (Ii) Liens securing Indebtedness permitted under Section 6.5(c)(ix)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. CCLP The Borrower will not, and will not permit any of its Subsidiaries will not (except Finance in connection with its purchaseto create, origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business consistent with past practice including Liens in favor of the Warehouse Lender under the Warehousing Facility)incur, (i) create or incur assume or suffer to be created or incurred or to exist any Lien upon any of the Capri Company Equity Interests of CCLP and its Subsidiaries property, assets or their respective properties or assets of any character 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 upon Additional Permitted Senior Debt; provided, however, that (i) such Liens do not at any time encumber any property other than the income or profits therefrom; property financed by such secured Indebtedness, and (ii) transfer any the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, of their respective properties or assets or the income or profits therefrom for property being acquired on the purpose date of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of their respective general creditors; acquisition, and (iii) acquirethe Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, or agree or have an option to acquirewithout limitation, 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 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 (v) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; PROVIDED, HOWEVER, that CCLP and its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following ("CCLP PERMITTED LIENS"):limits on Permitted Secured Indebtedness); (Ad) Liens on properties to secure Taxes or claims for labor, material or supplies in respect of obligations taxes and special assessments not overdue yet due or which are being contested in good faith and by appropriate proceedings for which if adequate reserves determined with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP 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)GAAP; (Be) 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 or pledges made in connection with, or to secure payment of, workmen's with workers' compensation, unemployment insurance, old age pensions or insurance and other social security obligationslegislation; (Cg) presently outstanding Liens listed on SCHEDULE 6.5(Ddeposits 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 (D) Liens in favor including Construction Bonds); and other obligations of the Investor under the Transaction Documents; (E) Liens securing Indebtedness to Xxxxxx Xxx, Xxxxxxx Mac, the GNMA the FHA or other parties with whom CCLP and its Subsidiaries originate, sell, repurchase or otherwise service Mortgage Loans provided such Liens relate to the foregoing transactions, but only to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing a like nature incurred in the ordinary course of business; ; and (F) reserves from time to time required by Xxxxxx Mae or other Regulatory Bodies to be maintained in connection with Mortgage Loans; (Gii) Liens securing Indebtedness secured by real property acquired upon foreclosure in favor of Mortgages, which either (x) is so securing at surety bond companies pursuant to indemnity agreements to secure the time of such acquisition, or (y) is directly related to such real property, not in excess reimbursement obligations of the fair market value thereofBorrower, 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 reasonably expected by CCLP and its Subsidiaries to be recovered from the sale rights of, as appropriate, the Borrower, M/I Homes, Inc. or other disposition of M/I Homes Construction, Inc. arising out of, the subject real property; (H) Liens securing Indebtedness permitted pursuant to Section 6.5(c)(viii), provided such Lien does not extend beyond the equipment which is projects that are the subject of the IndebtednessConstruction 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 (Ii) Liens securing Indebtedness permitted under Section 6.5(c)(ix)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. CCLP The Company will not, and its Subsidiaries will not (except Finance in connection with its purchasepermit any Subsidiary to, origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business consistent with past practice including Liens in favor of the Warehouse Lender under the Warehousing Facility)directly or indirectly, (i) create or incur create, 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 the Capri Company Equity Interests of CCLP and its Subsidiaries or their respective properties or assets of any character Subsidiary, whether now owned or hereafter acquired, or upon the any income or profits therefrom; (ii) transfer , or give its consent to any subordination of their respective properties any right or assets claim of the Company or the income such Subsidiary to any right or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance claim of any other obligation in priority Person, other than (a) liens on property of a Subsidiary securing Indebtedness of such Subsidiary owing to payment the Company; (b) liens of their respective general creditors; (iii) acquiretaxes, assessments and governmental charges not yet payable, 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 or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvencypayable without penalty so long as so payable, or otherwisedeposits created in the ordinary course of business as security for compliance with laws imposing taxes, be given any priority whatsoever over its general creditors; assessments 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 CCLP and its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following ("CCLP PERMITTED LIENS"):governmental charges; (Ac) Liens on properties to secure Taxes or claims for laborliens of taxes, material or supplies in respect assessments and governmental charges the validity of obligations not overdue or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP action promptly initiated and diligently conducted, if such reserve or other appropriate provision, if any, as shall be required by Required Accounting Practice shall 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)made therefor; (Bd) carriers', warehousemen's, materialmen's, mechanics', repairmen's, employees' or other similar liens for services arising in the ordinary course of business not yet due or being contested in good faith by appropriate action promptly initiated in good faith by appropriate action promptly initiated and diligently conducted, if such reserve or other appropriate provision, if any, as shall be required by Required Accounting Practice shall have been made therefor; (e) liens incurred or deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, with workmen's compensation, unemployment insurance, old age pensions or insurance and other social security security, 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 (C) presently outstanding Liens listed on SCHEDULE 6.5(Dexclusive of obligations incurred in connection with the borrowing of money or the obtaining of advances or credit); (Df) Liens in favor 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 the Investor under the Transaction Documentsany such stay; (Eg) Liens securing Indebtedness to Xxxxxx Xxx, Xxxxxxx Mac, the GNMA the FHA or other parties with whom CCLP and its Subsidiaries originate, sell, repurchase or otherwise service Mortgage Loans provided such Liens relate to the foregoing transactions, but only to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing leases granted in the ordinary course of businessbusiness or leases to which any property acquired in the ordinary course of business is subject, provided that such leases are permitted by this Agreement; (Fh) reserves from time encumbrances (other than to time required by Xxxxxx Mae secure the payment of money), 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 Regulatory Bodies 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 maintained 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 the property affected thereby for the purpose for which such property is or is to be used, and provided, further, that, in the case of 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, further, that the 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 Mortgage LoansIndebtedness 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 is permitted by Section 10.1; (Go) Liens securing Indebtedness secured purchase money mortgages, liens or security interests in respect of property either acquired by real 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 acquired upon foreclosure of Mortgages, which either (x) is so securing at the time of acquisition thereof, securing Indebtedness of the Company, provided that (i) no such acquisitionmortgage, lien or security interest shall extend to or cover any other property, or (y) is directly related to such real property, not in excess 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 exceed $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 thereof(as determined by the Company in good faith), and reasonably expected by CCLP and its Subsidiaries to whichever shall be recovered from lower, of such property at the sale or other disposition time of the subject real property; (H) Liens securing Indebtedness permitted pursuant to Section 6.5(c)(viii), provided such Lien does not extend beyond acquisition thereof by the equipment which is the subject of the IndebtednessCompany; and (Ip) Liens securing liens and other encumbrances resulting from the placement in trust of United States government securities for the benefit of holders of any Indebtedness permitted 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, provided 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 the Company or such Subsidiary is entitled to create, assume or incur, or permit to exist, under this Section 6.5(c)(ix)10.5.

Restrictions on Liens, Etc. CCLP The Company will not, and will not permit any of its Subsidiaries will not (except Finance in connection with its purchaseto create, origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business consistent with past practice including Liens in favor of the Warehouse Lender under the Warehousing Facility)incur, (i) create or incur assume or suffer to be created or incurred or to exist any Lien upon any of the Capri Company Equity Interests of CCLP and its Subsidiaries property, assets or their respective properties or assets of any character revenues, whether now owned or hereafter acquired, except: (a) Liens in favor of the agent under the Credit Agreement, for the ratable benefit of the banks thereunder, including without limitation Liens in favor of such agent on the Company's real property inventory situated in the State of Indiana to secure the Indebtedness to the banks under the Credit Agreement, which Liens secure Indebtedness under the 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 $30,000,000; (c) Liens securing any other permitted Senior Debt or upon Additional Permitted Senior Debt; provided, however, that (i) such Liens do not at any time encumber any property other than the income or profits therefrom; property financed by such secured Indebtedness, and (ii) transfer any the Indebtedness secured thereby shall not exceed the cost or fair market value whichever is lower, of their respective properties or assets or the income or profits therefrom for property being acquired on the purpose date of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of their respective general creditors; acquisition, and (iii) acquirethe Indebtedness secured thereby shall not exceed any limits in this Agreement on the amount of such Indebtedness (including, or agree or have an option to acquirewithout limitation, 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 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 (v) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; PROVIDED, HOWEVER, that CCLP and its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following ("CCLP PERMITTED LIENS"):limits on Permitted Secured Indebtedness); (Ad) Liens on properties to secure Taxes or claims for labor, material or supplies in respect of obligations taxes and special assessments not overdue yet due or which are being contested in good faith and by appropriate proceedings for which if adequate reserves determined with respect thereto are maintained on the books of the Company and its Subsidiaries in accordance with GAAP 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)GAAP; (Be) 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 Company and its Subsidiaries in accordance with GAAP; (f) pledges or deposits or pledges made in connection with, or to secure payment of, workmen's with workers' compensation, unemployment insurance, old age pensions or insurance and other social security obligationslegislation; (Cg) presently outstanding Liens listed on SCHEDULE 6.5(Ddeposits 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 (D) Liens in favor including Construction Bonds); and other obligations of the Investor under the Transaction Documents; (E) Liens securing Indebtedness to Xxxxxx Xxx, Xxxxxxx Mac, the GNMA the FHA or other parties with whom CCLP and its Subsidiaries originate, sell, repurchase or otherwise service Mortgage Loans provided such Liens relate to the foregoing transactions, but only to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing a like nature incurred in the ordinary course of business; ; and (F) reserves from time to time required by Xxxxxx Mae or other Regulatory Bodies to be maintained in connection with Mortgage Loans; (Gii) Liens in favor of surety bond companies pursuant to indemnity agreements to secure the Company's reimbursement obligations on Construction Bonds, provided (A) the Liens securing Indebtedness secured by real property acquired upon foreclosure of Mortgages, which either (x) is so securing at Construction Bonds shall be limited to the time of such acquisition, or (y) is directly related to such real property, not in excess of the fair market value thereofCompany's assets at, and reasonably expected by CCLP and its Subsidiaries to be recovered from the sale or other disposition of Company's rights arising out of, the subject real property; (H) Liens securing Indebtedness permitted pursuant to Section 6.5(c)(viii), provided such Lien does not extend beyond the equipment which is projects that are the subject of the IndebtednessConstruction 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 (Ii) Liens securing Indebtedness permitted under Section 6.5(c)(ix)arising as a result of a judgment or judgments against the 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. CCLP CCA and its Subsidiaries will not (except Finance in connection with its purchase, origination and sale from time to time of Mortgage Loans and related assets in the ordinary course of business consistent with past practice including Liens in favor of the Warehouse Lender under the Warehousing Facility)not, (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 CCLP CCA and its Subsidiaries or their respective properties its property or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (ii) transfer any of their respective properties 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 their respective 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 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 (v) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; PROVIDED, HOWEVER, that CCLP CCA and its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following ("CCLP CCA PERMITTED LIENS"): (A) Liens on properties to secure Taxes or claims for labor, material or supplies in respect of obligations not overdue or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP 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); (B) 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; (C) presently outstanding Liens listed on SCHEDULE 6.5(D6.8(D); (D) Liens in favor of the Investor under the Transaction Documents; (E) Liens securing Indebtedness to Xxxxxx Xxx, Xxxxxxx Mac, the GNMA the FHA or other parties with whom CCLP and its Subsidiaries originate, sell, repurchase or otherwise service Mortgage Loans provided such Liens relate to the foregoing transactions, but only to the extent directly relating to or arising out of such origination, sale, repurchase, or servicing in the ordinary course of business; (F) reserves from time to time required by Xxxxxx Mae or other Regulatory Bodies to be maintained in connection with Mortgage Loans; (G) Liens securing Indebtedness secured by real property acquired upon foreclosure of Mortgages, which either (x) is so securing at the time of such acquisition, or (y) is directly related to such real property, not in excess of the fair market value thereof, and reasonably expected by CCLP and its Subsidiaries to be recovered from the sale or other disposition of the subject real property; (H) Liens securing Indebtedness permitted pursuant to Section 6.5(c)(viii6.8(c)(v), provided such Lien does not extend beyond the equipment which is the subject of the Indebtedness; and (IF) Liens securing Indebtedness permitted under Section 6.5(c)(ix6.8(c)(vi).