Common use of Restrictions on Liens Clause in Contracts

Restrictions on Liens. The Borrower will not, and will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.

Restrictions on Liens. Section 4.06 of the Base Indenture is hereby deleted in its entirety and replaced with the following, solely for purposes of the Securities to be issued hereunder: “The Borrower will Company shall not, and will cause its Subsidiaries not nor shall it permit any Domestic Subsidiary to, create incur, issue, assume or incur guarantee any Debt secured by a Lien upon any Principal Property or suffer to be created on any shares of stock or incurred or to exist any Lien indebtedness of any kind upon any property Domestic Subsidiary (whether such Principal Property, shares of stock or assets of any character, whether indebtedness is now owned or hereafter acquired) without in any such case effectively providing that the Securities (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company or such Domestic Subsidiary ranking equally with the Securities then existing or thereafter created) shall be secured equally and ratably with such Debt for so long as such Debt is so secured, except that the foregoing restrictions shall not apply to: (i) Liens on property, shares of stock or indebtedness of or guaranteed by any Person existing at the time such Person becomes a Domestic Subsidiary; (ii) Liens on property existing at the time of acquisition thereof or to secure the payment of all or part of the purchase or construction price of property, or upon the income to secure Debt incurred or profits therefrom; or transfer any of such property or assets or the income or profits therefrom guaranteed for the purpose of subjecting financing all or part of the same to purchase or construction price of property or the payment cost of Indebtedness improvements on property, which Debt is incurred or performance guaranteed prior to, at the time of, or within 180 days after the later of such acquisition or completion of such improvements or construction or commencement of commercial operation of the property; (iii) Liens in favor of the Company or any Subsidiary; (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or a Domestic Subsidiary or at the time of a purchase, lease or other acquisition of the property of a Person as an entirety or substantially as an entirety by the Company or a Domestic Subsidiary; (v) Liens on the Company’s property or that of a Domestic Subsidiary in favor of the United States of America or any State thereof, or any political subdivision thereof, or any department, agency or instrumentality of the foregoing, or in favor of any other obligation country, or any political subdivision thereof, to secure certain payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens (including, but not limited to, Liens incurred in priority connection with pollution control revenue bond, industrial revenue bond or similar financing); (vi) Liens imposed by law, for example mechanics’, workmen’s, repairmen’s or other similar Liens arising in the ordinary course of business; (vii) pledges or deposits under workmen’s compensation or similar legislation or other social security legislation; (viii) Liens in connection with legal proceedings; (ix) Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, of which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; (x) Liens consisting of restrictions on the use of real property that do not interfere materially with the property’s use; (xi) Liens existing on the date of this Indenture; (xii) Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities or Liens over cash accounts securing cash pooling arrangements; (xiii) Liens securing all or part of the cost of exploring, producing, gathering, transporting, processing, marketing, drilling or developing any of the Company’s or the Company’s Domestic Subsidiaries’ properties, in each case incurred in the ordinary course of a Related Business, or securing indebtedness incurred to payment provide funds therefor or indebtedness incurred to finance all or part of the cost of acquiring, constructing, altering, improving or repairing any such properties or improvements used in connection with such properties, in each case incurred in the ordinary course of a Related Business, or securing indebtedness incurred to provide funds therefor; (xiv) Liens reserved in oil, gas or other mineral leases for bonus or rental payments and for compliance with the terms of such leases; (xv) Liens pursuant to partnership agreements, oil, gas and other mineral leases, farm-out agreements, division orders, contracts for the sale, purchase, exchange or processing of oil, gas or other hydrocarbons, unitization and pooling declarations and agreements, operating agreements, development agreements, area of mutual interest agreements, forward sale agreements, oil and gas delivery obligations, and other agreements which are customary in the oil, gas and other mineral exploration, development and production business and in the business of processing gas and gas condensate production of the extraction of products therefrom, in each case entered into in the ordinary course of business in a Related Business; and (xvi) any refinancing, extension, renewal or replacement (or successive refinancings, extensions, renewals or replacements), in whole or in part, of any Lien referred to in any of the foregoing clauses that does not increase the Debt secured by such Lien. Notwithstanding the above, the Company may and any one or more of its general creditorsDomestic Subsidiaries may, without securing the Securities, incur, issue, assume or guarantee secured Debt which would otherwise be subject to the foregoing restrictions; provided that, after giving effect thereto, the aggregate amount of Debt which would otherwise be subject to the foregoing restrictions then outstanding (not including secured Debt permitted under the foregoing exceptions) plus Attributable Debt relating to sale and leaseback transactions restricted by the provisions of Section 4.07 hereof does not exceed 15% of the Company’s Consolidated Net Tangible Assets. For the avoidance of doubt, (i) the sale or acquireother transfer of any oil, gas or agree other minerals in place for a period of time until the purchaser shall realize therefrom a specified amount of money (however determined) or have a specified amount of such oil, gas or other minerals; (ii) the sale or other transfer of any oil, gas or other minerals in an option amount such that the purchaser shall realize therefrom a specified amount of money (however determined); (iii) the sale or other transfer of any other interest in property of a character commonly referred to acquire, as a “production payment”; (iv) any acquisition of any property or assets upon conditional sale by the Company or its Domestic Subsidiaries that is subject to any reservation that creates or reserves for the seller an interest in any oil, gas, metals or other title retention minerals in place or purchase money security agreementthe proceeds from their sale; (v) any conveyance or assignment in which the Company or its Domestic Subsidiaries convey or assign an interest in any oil, device gas, metals or arrangementother minerals in place or the proceeds from their sale; or suffer to exist for a period of more than 30 days after the same shall have been incurred (vi) any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien lien upon any of their respective properties the Company’s or its Domestic Subsidiaries’ wholly or partially owned or leased property or assets, whether now owned to secure the payment of the Company’s or hereafter acquiredits Domestic Subsidiaries’ proportionate part of the development or operating expenses in realizing the oil, gas, metal or other than Permitted Liens (unless prior written consent mineral resources of such property, shall have been obtained from not constitute the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be incurrence of Debt secured by such Lien a Lien. If the Company shall hereafter be required to secure the Securities equally and ratably with any other Debt pursuant to this Section 4.06, (i) the Company shall promptly deliver to the Trustee an Officers’ Certificate stating that the foregoing covenant has been complied with, and all other Indebtedness thereby secured so long an Opinion of Counsel stating that in the opinion of such counsel the foregoing covenant has been complied with and (ii) the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as such other Indebtedness shall be it may deem advisable to enable it to enforce the rights of the holders of the Securities so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.”

Restrictions on Liens. The Borrower will not, and will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur assume any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided provided, that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.

Restrictions on Liens. The Borrower Company will not, and will cause not permit any of its Subsidiaries not to, create or incur directly on indirectly, create, assume or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, their respective Properties whether now owned or hereafter acquired, except for: (a) Liens for taxes, assessments or upon the income governmental charges or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to claims the payment of Indebtedness which is not at the time required by Section 9.2; (b) statutory Liens of landlords, if any, Liens of carriers, warehousemen, mechanics, materialmen, if any, and other Liens imposed by law incurred in the ordinary course of business, in each cash for sums the payment of which is not at the time required by Section 9.2; (c) Liens (other than any Lien imposed by ERISA, and other than any Lien securing an obligation for the payment of borrowed money) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations; provided, that no such Lien shall be permitted to the extent it encumbers any other obligation in priority to payment real Property of the Company or its general creditors; Subsidiaries; (d) any attachment or acquirejudgment Lien (including judgment or appeal bonds) which shall, within 45 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or agree or which shall 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 suffer to exist for a period of more than been discharged within 30 days after the same expiration of any such stay or which is being diligently contested in good faith so long as a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been incurred made therefore; provided that such Liens shall not in any Indebtedness event exceed $250,000 in the aggregate at any time outstanding; (e) zoning restrictions, easements, licenses, reservations, restrictions on the use of real Property or claim minor irregularities incident thereto (and, with respect to leasehold interests, Liens and other encumbrances that are incurred, created, assumed or demand against it which if unpaid might permitted to exist on or with respect to the leased Property and arise by, through or under or are asserted by law a landlord or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paperowner of the leased Property, with or without recourseconsent of the lessee) which (i) in the case of any such Lien encumbering real Property of the Company or its Subsidiaries which is not also encumbered by a Security Document, except for Permitted Liens. The Borrower were not incurred in connection with the borrowing of money and which do not in the Guarantor covenant and agree that if either aggregate materially detract from the value of them the Property of the Company or any of their Subsidiaries its Subsidiaries, as the case may be, or impair the use of such Property for the purposes for which such Property is hold by the Company or any such Subsidiary, or (ii) in the case of any such Lien encumbering real Property which is also encumbered by a Mortgage, constitute Permitted Exceptions (as defined in such Mortgage); (f) Liens not evidenced by a Uniform Commercial Code financing statement which the U.S. Government may have as a matter of law under (A) an applicable title-vesting clause provided for under applicable federal regulations in a Government Contract with the Company which encumber (i) property acquired with funds from the U.S. Government for use in performance of such Contract, and (ii) the Company's raw materials, work in process and finished goods allocable to the Company's performance under such Government Contract, and (B) the "data rights" and "patent rights" provisions provided for under applicable federal regulations in a Government Contract with the Company which encumber Intellectual Property developed by the Company in the performance of, or delivered under, such Government Contract (any such Liens shall create have priority over the Collateral Agent's security interest in such Collateral pursuant to the Note Documents to the extent that under applicable law such Liens would have priority over a Lien perfected by the filing of a Uniform Commercial Code financing statement (herein "U.S. Government Prior Liens")); (g) Liens (including Liens created pursuant to Capitalized Leases) existing on the Closing Date and described in Schedule 4.10(a) hereto and Liens arising out of the Security Documents related to the Transaction Documents (in each case after giving effect to the Transactions contemplated to occur on the Closing Date); (h) Liens (including Liens created pursuant to Capitalized Leases) in respect of personal Property acquired by the Company or incur any Lien upon any of their respective properties its Subsidiaries after the Closing Date, which Liens exist or assetsare created at the time of acquisition of such Property or within six months thereafter, whether now owned to secure Indebtedness permitted by Section 10.1(e) which is assumed or hereafter acquiredincurred to finance all or any part of the purchase price of acquisition of such Property, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by but any such Lien equally shall cover only the Property so acquired and ratably with any improvements thereto, and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that may not exceed the covenants lesser of (x) 100% of the Borrower and Fair Market Value of such Property or (y) the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event purchase price of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderacquisition.

Restrictions on Liens. The Borrower will notPledge, mortgage or hypothecate, or permit to exist, and will cause not permit any Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) to pledge, mortgage or hypothecate, or permit to exist, except in favor of Borrower or any Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary), any Lien upon, any Principal Property or Equity Interest in any Significant Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary) owning any Principal Property, at any time owned by Borrower or a Subsidiary (other than a Project Finance Subsidiary or an Unrestricted Subsidiary), to secure any Indebtedness; provided, however, that this restriction shall not apply to or prevent the creation or existence of: (i) Permitted Liens; (ii) any Lien in existence on the date hereof securing Indebtedness of the Borrower or any of its Subsidiaries; provided that no such Lien described in this clause (ii) encumbers any additional Property after the date hereof and that the principal amount of Indebtedness secured thereby is not increased; (iii) Liens required to be granted pursuant to “equal and ratable” clauses existing on the date hereof under Contractual Obligations of the Borrower and its Restricted Subsidiaries (and extensions and renewals thereof); (iv) Liens arising in connection with the securitization of accounts receivable of the Borrower and its Subsidiaries, in the case of the Borrower and its Subsidiaries, to the extent affecting only the accounts receivable of the Borrower and its Subsidiaries and assets customarily related thereto; (v) Liens on fixed or capital assets and related inventory and intangible assets acquired, constructed, improved, altered or repaired by the Borrower or any Restricted Subsidiary; provided that (A) such Liens secure Indebtedness otherwise permitted by this Agreement, (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 365 days after such acquisition or the later of the completion of such construction, improvement, alteration or repair or the date of commercial operation of the assets constructed, improved, altered or repaired, (C) the Indebtedness secured thereby does not toexceed the cost of acquiring, create constructing, improving, altering or incur repairing such fixed or suffer capital assets, as the case may be, and (D) such Lien shall not apply to be created or incurred or to exist any Lien of any kind upon any other property or assets of the Borrower or of its Restricted Subsidiaries (other than repairs, renewals, replacements, additions, accessions, improvements and betterments thereto); (vi) Liens on Property and repairs, renewals, replacements, additions, accessions, improvements and betterments thereto existing at the time such Property is acquired by the Borrower or any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any Restricted Subsidiary and not created in contemplation of such property acquisition (or assets or on repairs, renewals, replacements, additions, accessions and betterments thereto), and Liens on the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance Property of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for Person at the time such Person becomes a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants Restricted Subsidiary of the Borrower and not created in contemplation of such Person becoming a Restricted Subsidiary of the Guarantor contained Borrower (or on repairs, renewals, replacements, additions, accessions and betterments thereto); (vii) rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any Requirements of Law, to terminate such right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of any of the Property of the Borrower or any of its Restricted Subsidiaries; (viii) rights reserved to or vested in (or exercised by) any Governmental Authority to control, regulate or use any Property of a Person or its activities, including zoning, planning and environmental laws and ordinances and municipal regulations; (ix) Liens on Property of the Borrower or any of its Restricted Subsidiaries securing non-recourse Indebtedness of the Borrower or any such Restricted Subsidiary; (x) any extension, renewal or refunding of any Lien permitted by clauses (i) through (ix) above on the same Property previously subject thereto; provided that no extension, renewal or refunding of any such Lien shall increase the principal amount of any Indebtedness secured thereby immediately prior to such extension, renewal or refunding, unless such Indebtedness is permitted under Section 5.03; (xi) Liens on cash collateral to secure obligations of the Borrower and its Restricted Subsidiaries in respect of cash management arrangements with any Lender or Affiliate thereof; and (xii) Liens not otherwise permitted by this sentence shall only be in effect for Section 5.02(a) securing Indebtedness of the Borrower and its Restricted Subsidiaries so long as the Borrower aggregate outstanding principal amount of the obligations secured thereby does not at any time exceed at the time of incurrence of such obligations (including any such incurrence resulting from any extension, renewal or the Guarantor shall be similarly obligated under any other Indebtedness; providedrefunding of such obligations), further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by to the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderall of its Restricted Subsidiaries, 10% of Net Tangible Assets.

Restrictions on Liens. The Borrower Company will not, and nor will cause its Subsidiaries not it permit any Subsidiary to, create incur, issue, assume or incur or suffer to be created or incurred or to exist guarantee any Debt secured by a Lien of any kind (other than Permitted Liens) upon any property or assets of any character, its Property (whether such Property is now owned or hereafter acquired) without in any such case effectively providing that the Notes shall be secured equally and ratably with such Debt until such time as such Debt is no longer secured by such Lien; provided that if the Debt so secured is subordinated by its terms to the Notes or a Note Guarantee, or the Lien securing such Debt will also be so subordinated by its terms to the Notes and the applicable Note Guarantee at least to the same extent. Any Lien created for the benefit of the Holders of the Notes pursuant to the foregoing sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the income or profits therefrom; or transfer release and discharge of the Lien securing the Debt that gave rise to the obligation to equally and ratably secure the Notes. In addition to the foregoing, if any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for Company’s Unsecured Notes Obligations become secured by a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any Property of their respective properties the Company or assets, of any Subsidiary (whether such Property is now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will Notes shall be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur Unsecured Notes Obligations for so long as such other Indebtedness becomes Unsecured Notes Obligations are secured notwithstanding by such Lien upon any actions taken Property of the Company or any Subsidiary, as applicable. Any Lien created for the benefit of the Holders of the Notes pursuant to the foregoing sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the Borrower or release and discharge of the Guarantor to ratably secure Lien securing the Obligations and the Guaranteed Obligations hereunderUnsecured Notes Obligations.

Restrictions on Liens. The Borrower Neither the Company nor any Guarantor will notincur, and will cause its Subsidiaries not tocreate, create assume or incur or suffer to be created or incurred or to exist any Lien otherwise become liable in respect of any kind upon Indebtedness secured by a Lien, or guarantee any property Indebtedness with a guarantee which is secured by a Lien, on any Principal Domestic Property of the Company or assets a Guarantor, as the case may be, or any shares of stock or Indebtedness of any characterSignificant Subsidiary, whether now owned without effectively providing that the Securities of each Series (together with, if the Company or hereafter acquireda Guarantor, or upon as the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of case may be, shall so determine, any other obligation in priority to payment Indebtedness of its general creditors; the Company or acquirea Guarantor, as the case may be, then existing 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 suffer to exist for a period thereafter created ranking equally with the Securities of more than 30 days after the same each Series) shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby (or, at the option of the Company or a Guarantor, as the case may be, prior to) such secured Indebtedness, so long as such other secured Indebtedness shall be so secured; provided provided, however, that this Section 4.08 shall not apply to Indebtedness secured by: (1) Liens existing on the covenants date of this Indenture; (2) Liens in favor of governmental bodies to secure progress, advance or other payments; (3) Liens existing on property, shares of stock or Indebtedness at the time of acquisition thereof (including acquisition through lease, merger or consolidation) or Liens to secure the payment of all or any part of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower purchase price thereof or the Guarantor shall be similarly obligated under cost of construction, installation, renovation, improvement or development thereon or thereof or to secure any Indebtedness incurred prior to, at the time of, or within 360 days after the later of the acquisition, completion of such construction, installation, renovation, improvement or development or the commencement of full operation of such property or within 360 days after the acquisition of such shares or Indebtedness for the purpose of financing all or any part of the purchase price thereof; (4) Liens securing Indebtedness in an aggregate amount which, at the time of incurrence and together with all outstanding Attributable Debt in respect of Sale and Leaseback Transactions permitted by clause (y) of the second paragraph of Section 4.09, does not exceed 10 percent of the Consolidated Net Tangible Assets of the Company; (5) Liens to secure Indebtedness other Indebtednessthan Funded Debt; and (6) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (1) to (5) inclusive; provided, furtherthat such extension, renewal or replacement of such Lien is limited to all or any part of the same property, shares of stock or Indebtedness that secured the Lien extended, renewed or replaced (plus improvements on such property), and that such secured Indebtedness at such time is not increased. If at any time the Company or a Guarantor, as the case may be, shall incur, create, assume or otherwise become liable in respect of any Indebtedness secured by a Lien, or guarantee any Indebtedness with a guarantee which is secured by a Lien, on any Principal Domestic Property of the Company or a Guarantor, as the case may be, or any shares of stock or Indebtedness of any Significant Subsidiary other than as permitted under clauses (1) through (6) of this Section 4.08, the Company or a Guarantor, as the case may be, shall promptly deliver to the Trustee (i) an Event Officers' Certificate stating that the covenant of Default shall occur for so long the Company or a Guarantor, as the case may be, to secure the Securities equally and ratably with such other secured Indebtedness becomes secured notwithstanding pursuant to this Section 4.08 has been complied with and (ii) an Opinion of Counsel that such covenant has been complied with and that any actions taken instruments executed by the Borrower Company or a Guarantor, as the Guarantor to ratably secure case may be, in performance of such covenant comply with the Obligations and the Guaranteed Obligations hereunderrequirements of such covenant.

Restrictions on Liens. The Borrower will not, and will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for as follows (the "Permitted Liens"): (a) Liens existing on the Effective Date and listed on SCHEDULE 8.2(A) hereto; (b) Liens securing Indebtedness permitted by Section 8.1(b)(i) hereof; provided that the assets subject to such liens and security interests shall be limited to those contracts to which such guaranty, suretyship or indemnification obligations relate and the rights to payment thereunder; (c) Liens securing Indebtedness permitted under Sections 8.1(d) and (e) (provided that Liens created pursuant to a Permitted Receivables Transaction are only on the receivables so transferred and secure only the obligations with respect thereto), and Section 8.1(g), provided such liens are discharged by August 31, 1998; (d) Liens securing Indebtedness arising under the United Senior Secured Notes; (e) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue; (f) 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; (g) Liens in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower (or any Subsidiary) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower maintains adequate reserves; (h) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, PROVIDED THAT such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Borrower (or any Subsidiary) in good faith by appropriate proceedings and if the Borrower shall have set aside on its books adequate reserves with respect thereto as required by GAAP and PROVIDED FURTHER THAT the Borrower (or any Subsidiary) will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; and (i) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or any Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower or any of its Subsidiaries, which defects do not individually or in the aggregate have a material adverse effect on the business of the Borrower or any Subsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis. The Borrower and the Guarantor Guarantors covenant and agree that if either any of them or any of their Subsidiaries shall create or incur assume any Lien lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor Guarantors will make or cause to be made effective provision whereby the Obligations and the their respective Guaranteed Obligations will be secured by such Lien lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided PROVIDED, that the covenants of the Borrower and the Guarantor Guarantors contained in this sentence shall only be in effect for so long as the Borrower or the any Guarantor shall be similarly obligated under any other Indebtedness; providedPROVIDED, furtherFURTHER, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the any Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.

Restrictions on Liens. The No Borrower will not, and will cause its Subsidiaries not to, shall create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for as follows (the "Permitted Liens. The "): Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue (provided that, if the obligation with respect to which any such lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Borrowers shall have set aside on their books adequate reserves with respect thereto); 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; Liens in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and the Guarantor covenant and agree that if either in respect of them or any which a stay of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves; Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the Banksdate of creation thereof in respect of obligations not overdue, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the applicable Borrower in good faith by appropriate proceedings and if such Borrower shall have set aside on its books adequate reserves with respect thereto as required by GAAP and provided further that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; Encumbrances on Real Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any Borrower is a party, and other minor liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower, which defects do not individually or in the aggregate have a Material Adverse Effect; Liens securing Indebtedness permitted under 8.1(d)(i) or under 8.1(k) (including first priority liens securing purchase money Indebtedness) incurred in connection with the lease or acquisition of property or fixed assets or industrial bond financings, provided that such Liens shall encumber only the property or assets so acquired or financed and shall not exceed the fair market value thereof; Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Security Documents; Liens granted in favor of any Lender or the Administrative Agent for the benefit of the Lenders and the Administrative Agent under any Swap Contract; Liens granted in favor of Evergreen or one of its affiliates on the Evergreen Shares (and on any additional shares of Evergreen acquired by the Parent resulting from the exercise of the Evergreen Option) as security for surety bonds issued by Evergreen or such affiliate to the Borrowers; Liens, whether created by contract, law, regulation or ordinance, (i) securing Indebtedness permitted by 8.1(b), the Borrower (e) and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; (k), provided that any security granted therefor is limited to (i) rights to payment under, and use of equipment or related assets to perform, the covenants contracts to which such guaranty, suretyship or bond obligations relate, (ii) Liens arising under the laws of suretyship and (iii) similar Liens granted in favor of municipalities or other governmental entities pursuant to any Scheduled Contract from time to time listed on Schedule 8.2(j), provided, that the Borrower Administrative Agent is notified in writing on a quarterly basis of any additions to such Schedule 8.2(j), and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long such liens (A) encumber only the containers, bins, carts and vehicles used in connection with such Scheduled Contract and (B) are promptly released as soon as such other Indebtedness becomes secured notwithstanding any actions taken release is not prohibited under the terms of such Scheduled Contract; with the Administrative Agent being hereby authorized by the Borrower parties to amend Schedule 8.2(j) to reflect any new Scheduled Contracts; Liens listed on Schedule 8.2(k) hereto; Liens securing deposits made on account of liabilities to insurance carriers under insurance or self-insurance arrangements; and Liens granted to a Receivables SPV in connection with a Permitted Receivables Transaction and securing Indebtedness of the Guarantor Borrowers and their Subsidiaries permitted by 8.1(l) provided that such Liens attach only to ratably secure the Obligations accounts receivable which are the subject of such Indebtedness and to the Guaranteed Obligations hereunderCapital Stock of the Receivables SPV.

Restrictions on Liens. The Borrower will shall not, and will shall not cause its Subsidiaries not or permit the Parent or any Significant Subsidiary of the Parent to, create or incur or suffer to be created or incurred or to exist any Lien of Debt secured by any kind upon any property or assets of any characterLien, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist any Lien, upon or with respect to their respective Properties or assets (including, without limitation, their capital stock), except: (i) Liens existing, or created pursuant to the terms of agreements existing, on the date hereof; (ii) Liens consisting of (A) pledges or deposits in the ordinary course of business to secure obligations under workmen’s compensation laws or similar legislation, (B) deposits in the ordinary course of business to secure or in lieu of surety, appeal or customs bonds to which the Borrower, the Parent or a Significant Subsidiary of the Parent is a party, (C) Liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings diligently conducted, (D) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money) or (E) materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s or other like Liens incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (iii) Liens created to secure tax-exempt Debt, in connection with the financing or refinancing of the purchase, lease or construction of Properties or other assets; (iv) Any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into, or such asset is acquired by, the Borrower, the Parent or a period Significant Subsidiary of the Parent and not created in contemplation of such event; (v) Liens created to secure sales of accounts receivable and other receivables; (vi) Licenses of intellectual property granted by the Borrower, the Parent or a Significant Subsidiary of the Parent in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business; (vii) Liens of landlords arising under real property leases to the extent such Liens arise in the ordinary course of business and do not secure any past due obligation for the payment of money; (viii) Any interest or title of a lessor or sublessor under any lease permitted by this Agreement; (ix) Liens, securing indebtedness which has neither been assumed by the Borrower, the Parent or a Significant Subsidiary nor upon which it customarily pays interest charges, existing upon real property, or rights in or relating thereto, which real property or rights were acquired for right-of-way purposes; (x) Zoning laws and ordinances; (xi) Capitalized Leases; (xii) Easements, rights-of-way, restrictions, conditions and other similar encumbrances, minor defects or irregularities of title, and alleys, streets and highways, which in the aggregate do not materially impair the usefulness of the mortgaged property in the present business of the Borrower, the Parent or Significant Subsidiary; (xiii) Leases of the Properties of the Borrower, Parent or a Significant Subsidiary of the Parent, in each case entered into in the ordinary course of business and that do not, individually or in the aggregate, (A) interfere in any material respect with the ordinary course of business or (B) materially impair the value of the property subject thereto; (xiv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower, Parent or a Significant Subsidiary of the Parent in the ordinary course of business in accordance with the past practices of the Borrower, Parent or such Significant Subsidiary of the Parent; (xv) Bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more than 30 days after accounts maintained by the same Borrower, Parent or any Significant Subsidiary of the Parent, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Debt; (xvi) Liens for taxes, assessments or governmental charges or levies not yet delinquent and which may subsequently be paid without interest or penalties and Liens for taxes, assessments or governmental charges or levies which are being contested in good faith by appropriate proceedings for which reserves have been incurred established to the extent required by GAAP; (xvii) Any Lien (not otherwise permitted hereunder) on any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants asset of the Borrower and or Parent securing Debt not exceeding in the Guarantor contained aggregate $10,000,000 outstanding at any time; (xviii) Any Lien (not otherwise permitted hereunder) on any asset of any Significant Subsidiary securing Debt not exceeding in this sentence shall only be the aggregate $100,000,000 outstanding at any time; (xix) Liens created for the sole purpose of refinancing, extending, renewing or replacing in effect for so long as whole or in part Debt or other obligations secured by any Lien, mortgage or security interest referred to in the Borrower or the Guarantor shall be similarly obligated under any other Indebtednessforegoing subsections (i) through (x); provided, furtherhowever, that an Event the principal amount of Default Debt or obligations secured thereby shall occur for not exceed the principal amount of Debt or obligations so long secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the Property or assets that secured the Lien or mortgage so extended, renewed or replaced (and any improvements on such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower Property or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderassets); and (xx) Liens created under this Agreement.

Restrictions on Liens. The Borrower will not, and nor will cause permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien upon any of its Property of any kind upon any property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property 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; or (c) acquire, or agree or have an option to acquire, any property Property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse, except for Permitted Liens. The ; provided that the Borrower and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall may create or incur or suffer to be created or incurred or to exist: (i) (A) Liens under the Security Documents (as defined in the Existing Credit Agreement in effect on the date hereof and after giving effect to any Lien upon amendments or modifications thereto) and (B) Liens on the Collateral in favor of the Collateral Agent securing the Obligations; (ii) other with respect to Intellectual Property owned by any of their respective the Paperchase Companies, Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (iii) Liens to secure taxes, assessments and other government charges in respect of obligations and Liens to secure claims for labor, material or supplies, in each cash in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings and for which the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto; (iv) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, general liability, unemployment or other insurance, old age pensions or other social security obligations; (v) Liens on properties in respect of judgments or assets, whether now owned awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or hereafter acquired, other than Permitted Liens (unless prior written consent in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained from pending such appeal or review; (vi) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens, securing obligations incurred in the Banks)ordinary course of business, in respect of obligations not overdue or which in the Borrower aggregate do not have a Material Adverse Effect; (vii) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the Guarantor will make title thereto, landlord’s or cause to be made effective provision whereby the Obligations lessor’s liens and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; minor Liens, provided that none of such Liens (A) interferes materially with the covenants use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the Guarantor contained aggregate have a Material Adverse Effect; (viii) pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of Indebtedness) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business; (ix) Liens existing on the Closing Date and listed on Schedule 8.2 hereto, provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien; (x) purchase money security interests in or purchase money mortgages on Property acquired after the Closing Date to secure purchase money Indebtedness of the type and amount permitted by Section 8.1(c), incurred in connection with the acquisition of such Property and in any event not more than ninety (90) days from the date of such acquisition, which security interests or mortgages cover only the Property so acquired; (xi) Liens in respect of the interests of lessors under Capitalized Leases permitted under this sentence shall only be in effect for so long as Credit Agreement securing obligations of the Borrower or its Subsidiaries to the Guarantor shall be similarly obligated lessor under any other Indebtedness; provided, further, that an Event such Capitalized Leases; (xii) Liens granted to the Agents and the Lenders pursuant to Section 14.1 hereof; (xiii) Liens (x) in favor of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken credit card issuers and/or processors securing standard fees due by the Borrower or its Subsidiaries in the Guarantor ordinary course, which fees are within the general parameters customary in the credit card processing industry and (y) in favor of banking institutions securing standard fees due by the Borrower or its Subsidiaries in the ordinary course in connection with deposit and other bank accounts held at such banking institution, which fees are within the general parameters customary in the banking industry; and (xiv) other than with respect to ratably secure Intellectual Property owned by any of the Obligations Paperchase Companies, Liens on assets of the Borrower and its Subsidiaries (other than Collateral) not otherwise permitted by clauses (i) through (xiii) above, so long as any Indebtedness secured thereby is permitted under the terms of Section 8.1, and the Guaranteed Obligations hereunderaggregate fair market value of all property secured by such Liens does not at any time exceed $2,000,000.

Restrictions on Liens. The Borrower Company will not, and nor will cause its Subsidiaries not it permit any Subsidiary (other than the Canadian Entities) to, create incur, issue, assume or incur or suffer to be created or incurred or to exist guarantee any Debt secured by a Lien of any kind (other than Permitted Liens) upon any property or assets of any character, its Property (whether such Property is now owned or hereafter acquired) without in any such case effectively providing that the Notes shall be secured equally and ratably with such Debt until such time as such Debt is no longer secured by such Lien; provided that if the Debt so secured is subordinated by its terms to the Notes or a Note Guarantee, or the Lien securing such Debt will also be so subordinated by its terms to the Notes and the applicable Note Guarantee at least to the same extent. Any Lien created for the benefit of the Holders of the Notes pursuant to the foregoing sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the income or profits therefrom; or transfer release and discharge of the Lien securing the Debt that gave rise to the obligation to equally and ratably secure the Notes. In addition to the foregoing, if any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for Company’s Unsecured Notes Obligations become secured by a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any Property of their respective properties the Company or assets, of any Subsidiary (whether such Property is now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will Notes shall be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur Unsecured Notes Obligations for so long as such other Indebtedness becomes Unsecured Notes Obligations are secured notwithstanding by such Lien upon any actions taken Property of the Company or any Subsidiary, as applicable. Any Lien created for the benefit of the Holders of the Notes pursuant to the foregoing sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the Borrower or release and discharge of the Guarantor to ratably secure Lien securing the Obligations and the Guaranteed Obligations hereunderUnsecured Notes Obligations.

Restrictions on Liens. The Borrower will not, and will not cause or permit any of its Subsidiaries not to, create or create, incur or suffer to be created or incurred or permit to exist any Lien Liens of any kind upon on any property or assets of any character, whether now owned or hereafter acquired, other than the following Liens: (a) Liens to secure taxes, assessments and other governmental charges in respect of obligations not overdue, or upon Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or in respect of which the income Borrower or profits therefromrelevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with Generally Accepted Accounting Principles have been established; -43- (b) deposits or transfer pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with Generally Accepted Accounting Principles have been established; (d) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (e) encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s Liens under leases to which the Borrower or relevant Subsidiary is a party, and other minor Liens or encumbrances none of which, in the opinion of the Borrower, interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower or such Subsidiary, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Subsidiary individually or of the Borrower and its Subsidiaries, taken as a whole; (f) presently outstanding Liens listed in §7.2 of the Disclosure Schedule; (g) Liens on property existing at the time the Borrower or relevant Subsidiary acquires such property and not created in anticipation of such acquisition, purchase money security interests in or purchase money mortgages on real or personal property acquired or constructed after the date hereof to secure Funded Debt permitted to be incurred hereunder and incurred in connection with the acquisition or construction of such property at the time of or within 270 days following the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired, and Liens on existing properties or assets to secure Funded Debt permitted hereunder and incurred for improvements on such properties or assets; (h) Liens on the property of a Person (i) existing at the time such Person is merged into or consolidated with the Borrower or relevant Subsidiary as permitted hereby or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Borrower or relevant Subsidiary as permitted hereby, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Borrower or relevant Subsidiary as permitted hereby prior to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Borrower or relevant Subsidiary, or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Borrower or relevant Subsidiary); provided that any such Lien referred to in clause (i) shall not apply to any property of the Borrower or relevant (A) Liens arising by reason of deposits with, or the income giving of any form of security to, any governmental agency or profits therefrom any body created or approved by law or governmental regulation, which Liens (x) are required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit, and (y) cover or otherwise attach to only such deposits or (as the case may be) the properties and assets which are the subject of such transaction, privilege, franchise, license or permit; and (B) Liens in favor of any government or governmental entity to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of subjecting financing all or any part of the same costs of acquiring, constructing or improving the property subject to such Liens, which Liens referred to in this clause (B) cover or otherwise attach to only the properties or assets which are the subject of such contract or statute or which are acquired, constructed or improved with the proceeds of such indebtedness; provided, however, that if the Borrower and its Subsidiaries incur or otherwise permit to exist Liens under clauses (A) and (B) above, and the net book value of all of the property and assets (whether tangible or intangible) subject to all of such Liens shall at any time exceed $25,000,000, then the net book value of all of such property and assets in excess of $25,000,000 (the “Excess Amount”) shall be included in the calculation of compliance under §7.2(n); (j) Liens on any Equity Interests owned by the Borrower or by any of its Subsidiaries in any Person or Persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Borrower or by any of its Subsidiaries; provided, however, that such Liens (i) are incurred only in connection with any Monetization Transaction, (ii) such Liens cover or otherwise attach to only the specific Equity Interests which are the subject of such Monetization Transaction (and rights and interests usually and customarily related thereto, e.g., proceeds and dividends) and do not cover any other property or assets owned or acquired by the Borrower or any of its Subsidiaries, and (iii) such Liens remain in existence only during the continuation of such Monetization Transaction; (k) Liens incurred on deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations (exclusive of obligations for the payment of Indebtedness borrowed money); (l) Liens upon or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether spectrum licenses) now owned or from time to time hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken acquired by the Borrower or any of its Subsidiaries related in any way to the Guarantor ownership by the Borrower or by any of its Subsidiaries of wireless telecommunications towers, including, but not limited to, tower structures, land on which towers are located, other real estate associated with such towers, leases for towers or for tower sites, subleases, licenses, co-location arrangements, easements and all other real property and other tangible or intangible assets related thereto; (m) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to ratably secure in the Obligations and foregoing clauses (a) through (l), inclusive; provided, however, that the Guaranteed Obligations hereunder.principal amount secured thereby shall not exceed the

Restrictions on Liens. The IHOP and the Borrower covenant that they --------------------- will not, and nor will cause its Subsidiaries not they permit any Subsidiary to, create directly or incur indirectly, create, assume or suffer to be created or incurred or to exist any Lien of any kind upon any property of their respective Properties or assets of any character, whether now owned or hereafter acquired, except for: (a) Liens for taxes, assessments or upon the income governmental charges or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to claims the payment of Indebtedness which is not at the time required by Section 13.2; ------------ (b) Statutory Liens of landlords, and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being diligently contested in good faith, so long as a reserve or other appropriate provision, if any, shall have been made therefor; (c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers' compensation, unemployment insurance and other types of social security, or to secure the performance of any tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of-money bonds and other obligation in priority to similar obligations (exclusive of obligations for the payment of its general creditors; borrowed money); (d) Any attachment or acquirejudgment Lien (including judgment or appeal bonds) which shall, 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 suffer to exist for a period of more than within 30 days after the same entry thereof, have been discharged or execution thereof stayed pending appeal, or which shall have been incurred discharged within 30 days after the expiration of any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvencysuch stay, or otherwisewhich is being diligently contested in good faith so long as a reserve or other appropriate provision, if any, as shall be given any priority whatsoever over its general creditors; required by GAAP shall have been made therefor; (e) Easements, rights-of-way, restrictions and other similar rights in land which do not, individually or sellin the aggregate, assignmaterially detract from the value of such Property and do not interfere with the ordinary conduct of the business of IHOP, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The the Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create Subsidiaries; (f) Liens securing Debt of a Subsidiary to the Borrower or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, IHOP; (g) Liens (other than Permitted Liens created pursuant to Capitalized Leases) existing on the date hereof, securing Debt not exceeding $1,000,000 in the aggregate in principal amount; (unless prior written consent shall have been obtained from h) Liens pursuant to Capitalized Leases existing on the Banks)Closing Date and Liens created following the Closing Date pursuant to Capitalized Leases so long as, with respect to Liens pursuant to Capitalized Leases created following the Closing Date, the Debt represented by such Capitalized Leases is permitted pursuant to Section 14.2; and ------------ (i) Liens including Liens arising out of purchase money financing not otherwise permitted by the foregoing clauses of this Section 14.1 ------------ securing Debt (without duplication) of IHOP, the Borrower and or any Subsidiary of IHOP or the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; Borrower, provided that the covenants sum of (i) the -------- principal amount of such Debt plus (ii) unsecured Debt of Subsidiaries of IHOP (other than the Borrower) and Subsidiaries of the Borrower not otherwise permitted under Section 14.4(a) does not exceed at any time -------------- 15% of Consolidated Tangible Net Worth. The Liens referred to in Section 14.1(a) through (i) are herein collectively -------------- referred to as "Permitted" Liens," and the Guarantor contained in this sentence shall only be in effect for so long individually, as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereundera "Permitted Lien."

Restrictions on Liens. The Borrower will Credit Parties shall not, and will cause its Subsidiaries shall not permit any Subsidiary to, create or incur create, incur, assume or suffer to be created or incurred or to exist any Lien of any kind upon any property (whether senior or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer subordinate) on any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourseassets, except for the following (collectively, "Permitted Liens. The Borrower "): (a) Liens in favor of Lender; (b) Liens for taxes which are not yet overdue or the validity of which is being contested in good faith by appropriate proceedings diligently pursued and for which reserves or other appropriate provision as shall be required by GAAP have been made therefor on such Credit Party's or Subsidiary's Books and Records; (c) Liens securing Indebtedness described in Section 9.8(c) or Section 9.8(f) hereof, provided that such Liens attach only to such real or personal property acquired with the Guarantor covenant proceeds of such Indebtedness; (d) Deposits under xxxxxxx'x compensation, unemployment insurance, social security and agree that if either similar laws, or to secure the performance of them bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or similar bonds in the ordinary course of business; (e) Non-consensual statutory Liens, arising in the ordinary course of business to the extent such Liens secure Indebtedness (i) which is not overdue or (ii) relating to claims or liabilities which are fully insured or to the extent such Liens are being contested in good faith by appropriate proceeding and for which Credit Parties shall have set aside on its books adequate reserves in accordance with GAAP; (f) Reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now real estate owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained leased by any Credit Party; provided that they do not in the aggregate materially detract from the Banks), value of the Borrower and real estate or materially interfere with its use in the Guarantor will make or cause ordinary course of the applicable Credit Party's business; (g) Liens granted by any PGM Credit Party to be made effective provision whereby secure such PMG Credit Party's payment obligations under the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so applicable Management Agreement as long as such other Indebtedness shall be so securedLiens are subordinated pursuant to the Subordination Agreement; provided that the covenants and (h) Liens existing as of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, Closing Date that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderare described on Schedule 9.7 attached hereto.

Restrictions on Liens. The Borrower will not, and nor will cause its Subsidiaries not it permit any Subsidiary to, create create, incur, either voluntarily or incur involuntarily, or suffer to be created or incurred or to exist assume any Lien of any kind upon any of its property or assets of any character, whether now owned or hereafter acquired, except: (a) Liens existing on the date hereof securing Debt outstanding on the date hereof; (b) Liens incidental to the conduct of its business or upon the income ownership of its properties and assets which were not incurred in connection with the borrowing of 35 41 money or profits therefrom; the obtaining of advances or transfer any credit or the incurrence of such Derivatives Obligations and which do not materially detract from the value of its property or assets or materially impair the income use thereof in the operation of its business; (c) any Lien on any asset securing Debt incurred or profits therefrom assumed for the purpose of subjecting financing all or any part of the same cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days before or after the acquisition thereof; (d) Liens incurred in connection with Guarantees of the type described in the proviso to the payment definition of Indebtedness Debt and Liens incurred in connection with the acquisition of, or performance improvements to, real estate; provided, however, that no such Lien shall extend to or cover any property other than the property so acquired or improved; (e) any Lien existing on any assets of any corporation or other obligation entity at the time it becomes a Subsidiary and not created in priority to payment contemplation of its general creditors; or acquiresuch corporation becoming a Subsidiary, or agree existing on any assets acquired by the Borrower or have an option to acquireany Subsidiary through purchase, any property merger, consolidation, or assets upon conditional sale otherwise and not created in contemplation of such purchase, merger, consolidation or other title retention or purchase money security agreement, device or arrangement; or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur transaction; (f) any Lien upon resulting from any order of their respective properties attachment, distraint or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants legal process arising out of the Borrower and the Guarantor contained in this sentence shall only be in effect for judicial proceedings so long as the Borrower execution or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event enforcement thereof is effectively stayed; (g) Liens on shares of Default shall occur for so long as capital stock or property of a Subsidiary securing obligations owing by such other Indebtedness becomes secured notwithstanding any actions taken by Subsidiary to the Borrower or to another Subsidiary; (h) Liens arising out of the Guarantor refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by this Section 5.10, provided that such Debt is not increased and is not secured by any additional assets; (i) Liens to ratably secure banks or other institutions arising in connection with the Obligations issuance of letters of credit or bankers' acceptances in connection with the shipment or storage of goods in the ordinary course of business; (j) any Lien which may be deemed to result from an agreement or commitment to exchange securities of a Subsidiary for other securities of the Borrower, whether or not such securities of a Subsidiary are placed in escrow for such purpose; (k) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the Guaranteed Obligations hereunder.aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $50,000,000; and

Restrictions on Liens. The Borrower None of the Borrowers will, nor will not, and will cause permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with -90- or without recourse, except for Permitted Liens. The ; provided that any Borrower and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall may create or incur any Lien upon any or suffer to be created or incurred or to exist: (i) Liens in favor of their respective such Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Subsidiaries of such Borrower to such Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations and Liens to secure claims for labor, material or supplies, in each cash in respect of obligations not overdue or which are being contested in good faith and by appropriate proceedings and for which such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or assets, whether now owned awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or hereafter acquired, other than Permitted Liens (unless prior written consent in respect of which such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens, securing obligations incurred in the ordinary course of business, in respect of obligations not overdue or which in the aggregate do not have a Material Adverse Effect; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of Indebtedness) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business; (viii) Liens existing on the Closing Date and listed on Schedule 9.2 hereto, provided that the principal amount secured thereby is not thereafter increased and no additional assets become subject to such Lien; (ix) purchase money security interests in or purchase money mortgages on Property acquired after the Closing Date to secure purchase money Indebtedness of the type and amount permitted by ss. 9.1(c), incurred in connection with the acquisition of such Property and in any event not more than ninety (90) days from the Banksdate of such acquisition, which security interests or mortgages cover only the Property so acquired; (x) Liens in respect of the interests of lessors under Capitalized Leases and Synthetic Leases permitted under this Credit Agreement securing obligations of BGI or its Subsidiaries to the lessor under such Capitalized Leases or such Synthetic Leases; (xi) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted under ss. 9.1(i); (xii) Liens granted to the Agents, the Borrower Lenders and the Guarantor will make Issuing Bank pursuant to ss. 16.1 hereof; (xiii) Liens on the Properties covered by the Existing Synthetic Lease and related assets granted to the real estate administrative agent under the Existing Synthetic Lease Documents securing obligations of BGI or cause its Subsidiaries to be made effective provision whereby the Obligations lenders under the Existing Synthetic Lease; and (xiv) Liens on assets of BGI and its Subsidiaries not otherwise permitted by clauses (i) through (xiii) above, so long as any Indebtedness secured thereby is permitted under the terms of ss. 9.1, and the Guaranteed Obligations will be aggregate fair market value of all property secured by such Lien equally and ratably with Liens does not at any and all other Indebtedness thereby secured so long time exceed 5% of Consolidated Tangible Net Worth (determined as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and last day of the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderFiscal Quarter most recently ended).

Restrictions on Liens. The Borrower will not, and will cause not permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, except for Permitted Liens. The enforceable under applicable law, which directly or indirectly prohibits the Borrower and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, provided that the Borrower or any of its Subsidiaries may create or incur any Lien upon any or suffer to be created or incurred or to exist: (i) liens in favor of their respective the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens on properties in respect of judgments or assets, whether now owned awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or hereafter acquired, other than Permitted Liens (unless prior written consent in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the Banks)date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the Guarantor will make or cause to be made effective provision whereby opinion of the Obligations and Borrower interferes materially with the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that use of the covenants property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the Guarantor contained in this sentence shall only be in aggregate have a materially adverse effect for so long as on the business of the Borrower individually or of the Guarantor Borrower and its Subsidiaries on a consolidated basis; (vii) liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (ix) liens to secure Indebtedness of the type and amount permitted by ss.9.1(d), provided that the aggregate principal amount of Indebtedness secured by such lien shall not exceed the purchase price of the property so acquired; (x) notes receivable arising from the financing of water softener sales described in ss.9.1(j), which may be similarly obligated under pledged as collateral; (xi) liens securing Indebtedness permitted byss. 9.1 (m); provided that such liens shall at all times be limited to the assets of the related project; (xii) liens on the real property or other assets of any Person acquired by the Borrower, provided that the aggregate principal amount of Indebtedness secured by such liens shall not exceed $5,000,000 at any one time outstanding; (xiii) liens securing the same real property or other assets described in subsections (xi) and (xii) above in connection with the renewal, extension or replacement of the underlying Indebtedness; provided, further, that an Event and (xiv) liens in favor of Default shall occur the Agent for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or benefit of the Guarantor to ratably secure the Obligations Banks and the Guaranteed Obligations hereunderAgent under the Loan Documents.

Restrictions on Liens. The Borrower Company will not, and will cause not permit any of its Subsidiaries not to, (a) create or incur incur, or suffer to be created or incurred or to exist exist, any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind kind, upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefromtherefrom or enter into or permit to exist any arrangement or agreement, enforceable under applicable law, which directly or indirectly prohibits the Company or any of its Subsidiaries from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest (any of the foregoing, a "Lien") other than customary anti-assignment provisions in leases and licensing agreements and other agreements entered into by the Company or such Subsidiary in the ordinary course of business and other than as provided in the Syndicated Facility Documents, the Vessel Financing Documents and the Subordinated Notes Indenture; or (b) except as otherwise permitted by this Agreement, transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might could reasonably be expected to by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, receivables with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants Company or such Subsidiary may create or incur or suffer to be created or incurred or to exist: (a) Liens securing Syndicated Debt; (b) Liens for taxes (excluding any Lien imposed pursuant to any of the Borrower provisions of ERISA) that are (i) not yet due, (ii) being contested in good faith in accordance with the terms of this Agreement, or (iii) that do not exceed $50,000 in the aggregate; (c) Liens arising in the ordinary course of business by operation of law or regulation, but only if payment in respect of any such Lien is not at the time required or if such payment is being contested in good faith by appropriate proceedings diligently conducted, and such Liens do not in the aggregate, materially detract from the value of the assets of the Company and its Subsidiaries or materially impair the use thereof in the operation of the Company's or its Subsidiaries' business and the Guarantor contained Company or such Subsidiary have set aside on its books adequate reserves with respect thereto; (d) Purchase Money Liens securing Purchase Money Indebtedness permitted under Section 7.1(e) hereof; (e) easements, rights-of-way or other minor defects or irregularities in this sentence shall only title to Real Estate not interfering in any material respect with the use of such Real Estate in the business of the Company and its Subsidiaries; (f) sales of receivables, which receivables have been determined to be uncollectible and reserved in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken accordance with GAAP by the Borrower or Company, provided that such sales are permitted under the Guarantor to ratably secure the Obligations Syndicated Facility Documents and the Guaranteed Obligations hereunderVessel Financing Documents and that the original amount of all such receivables sold on or after the Closing Date shall not exceed $1,500,000 in any calendar year and not more than $3,000,000 in the aggregate from the Closing Date; and (g) Liens on fixed assets owned as a result of an acquisition permitted under Section 7.5.1 hereof, provided that such Liens are released within 90 days of such acquisition (unless the Company shall have obtained the prior written consent of the Noteholders holding at least 50% of the principal amount of all Senior Notes then outstanding).

Restrictions on Liens. The Holdings and the Borrower covenant that they will not, and nor will cause its Subsidiaries not they permit any Subsidiary to, create directly or incur indirectly, create, assume or suffer to be created or incurred or to exist any Lien of any kind upon any property of their respective Properties or assets of any character, whether now owned or hereafter acquired, except for : (A) Liens for taxes, assessments or upon the income governmental charges or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to claims the payment of Indebtedness which is not at the time required by Section 10.2; (B) Statutory Liens of landlords, and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being diligently contested in good faith, so long as a reserve or other appropriate provision, if any, shall have been made therefore; (C) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers compensation, unemployment insurance and other types of social security, or to secure the performance of any tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other obligation in priority to similar obligations (exclusive of obligations for the payment of its general creditors; borrowed money); (D) Any attachment or acquirejudgment Lien (including judgment or appeal bonds) which shall, 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 suffer to exist for a period of more than within 30 days after the same entry thereof, have been discharged or execution thereof stayed pending appeal, or which shall have been incurred discharged within 30 days after the expiration of any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvencysuch stay, or otherwisewhich is being diligently contested in good faith so long as a reserve or other appropriate provision, if any, as shall be given any priority whatsoever over its general creditors; required by GAAP shall have been made therefore; (E) Easements, rights-of-way, restrictions and other similar rights in land which do not, individually or sellin the aggregate, assignmaterially detract from the value of such Property and do not interfere with the ordinary conduct of the business of Holdings, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The the Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create Subsidiaries; (F) Liens securing Debt of a Subsidiary to the Borrower or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, Holdings; (G) Liens (other than Permitted Liens created pursuant to Capitalized Leases) existing on the date hereof and described in Schedule 4.8 attached hereto, securing Debt not exceeding $1,500,000 in the aggregate in principal amount; (unless prior written consent shall have been obtained from H) Liens pursuant to Capitalized Leases existing on the BanksClosing Date and Liens created following the Closing Date pursuant to Capitalized Leases so long as, with respect to Liens pursuant to Capitalized Leases created following the Closing Date, the Funded Debt represented by such Capitalized Leases is permitted pursuant to Section 11.2(C); and (I) Liens including Liens arising out of purchase money financing not otherwise permitted by the foregoing clauses of this Section 11.1 securing Debt (without duplication) of Holdings, the Borrower and or any Subsidiary of Holdings or the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; Borrower, provided that the covenants sum of (i) the principal amount of such Debt plus (ii) unsecured Debt (other than Additional Permitted Guarantees) of Subsidiaries of Holdings (other than the Borrower) and Subsidiaries of the Borrower and the Guarantor contained not otherwise permitted under Section 11.4(A) does not exceed at any time 15% of Consolidated Tangible Net Worth. The Liens referred to in this sentence shall only be in effect for so long Section 11.1(A) through (I) are herein collectively referred to as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided“Permitted Liens,” individually, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereundera “Permitted Lien.”

Restrictions on Liens. The Borrower After the date of this Guaranty and so long as this Guaranty remains effective, Guarantor will notnot pledge, and will cause its Subsidiaries not tomortgage, create hypothecate or incur grant a security interest in, or suffer to be created permit any mortgage, pledge, security interest or incurred or to exist other lien upon, any Lien capital stock of any kind upon any property or assets of any character, whether Guarantor Subsidiary now owned or hereafter acquireddirectly or indirectly owned by Guarantor to secure any Indebtedness, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made making effective provision provisions whereby the Obligations and the Guaranteed Obligations will shall be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured (so long as such other Indebtedness shall be so secured) equally and ratably secured with any and all such other Indebtedness and any other indebtedness similarly entitled to be equally and ratably secured; provided provided, however, that this restriction shall not apply to nor prevent the covenants creation or existence of (a) any mortgage, pledge, security interest, lien or encumbrance upon any such capital stock (i) created at the time of the Borrower acquisition of such capital stock by Guarantor or within one year after such time to secure all or a portion of the purchase price for such capital stock or (ii) existing thereon at the time of the acquisition thereof by Guarantor (whether or not the obligations secured thereby are assumed by Guarantor), or (b) any extension, renewal or refunding of any mortgage, pledge, security interest, lien or encumbrance described in clause (a) above on capital stock of any Guarantor Subsidiary theretofore subject thereto (or substantially the same capital stock) or any portion thereof. In case Guarantor or any Guarantor Subsidiary shall propose to pledge, mortgage, hypothecate or grant a security interest in any capital stock of any Guarantor Subsidiary owned by Guarantor or such Guarantor Subsidiary to secure any Indebtedness, other than as permitted by clauses (a) and (b) in the preceding paragraph, Guarantor contained will prior thereto give written notice thereof to the Administrative Agent, and Guarantor will prior to or simultaneously with such pledge, mortgage, hypothecation or grant of security interest, in this sentence shall only form satisfactory to the Administrative Agent, effectively cause the Obligations to be in effect secured (for so long as the Borrower or the Guarantor other Indebtedness shall be similarly obligated under secured) equally and ratably with such Indebtedness and with any other Indebtedness; provided, further, that an Event of Default shall occur indebtedness for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor money borrowed similarly entitled to be equally and ratably secure the Obligations and the Guaranteed Obligations hereundersecured.

Restrictions on Liens. The Each of HBOC and the Borrower will not, and will cause not permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) except with respect to sales of Receivables to HBOC Capital or the assumption of credit risk on third party leases through HBOC Capital, sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles intangibles, chattel paper or chattel paperinstruments, with or without recourse, except for Permitted Liens. The Borrower and recourse without the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless Banks' prior written consent shall have been obtained from the Banks)consent; provided that HBOC, the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist: (i) liens in favor of HBOC or the Borrower on all or part of the assets of Subsidiaries of HBOC or the Borrower securing Indebtedness owing by Subsidiaries of HBOC or the Borrower to the Borrower; (ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens on properties in respect of judgments or awards, the Guarantor contained Indebtedness with respect to which is permitted by Section 9.1; (v) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in this sentence shall only be existence less than 120 days from the date of creation thereof in effect for so long as respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which HBOC, the Borrower or a Subsidiary of HBOC or the Guarantor shall be similarly obligated under Borrower is a party, and other minor liens or encumbrances none of which in the opinion of HBOC or the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of HBOC, the Borrower and their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of HBOC or the Borrower individually or of HBOC, the Borrower and their Subsidiaries on a consolidated basis; (vii) liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness permitted by Section 9.1, incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; and (ix) liens on assets of a new Subsidiary which is not party to any other Indebtedness; providedLoan Document, furtherwhich liens are in existence on the date of acquisition of the stock or assets of such new Subsidiary and not created in contemplation of such acquisition, that an Event of Default shall occur for so long as and, if such other Indebtedness becomes secured notwithstanding any actions taken by Subsidiary is thereafter merged with and HBOC, the Borrower or any other Subsidiary, liens on assets of the Guarantor to ratably secure survivor of such merger which existed on the Obligations and the Guaranteed Obligations hereunderdate of such merger.

Restrictions on Liens. The Borrower will shall not, and will shall not cause or permit any of its Subsidiaries not to, create or create, incur or suffer to be created or incurred or permit to exist any Lien Liens of any kind upon on any property or assets of any character, whether now owned or hereafter acquiredacquired other than the following Liens: (a) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with Generally Accepted Accounting Principles have been established; (b) deposits or pledges made in connection with, or upon to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens on properties in respect of judgments or awards that have been in force for less than the income applicable period for taking an appeal so long as execution is not levied thereunder or profits therefrom; in respect of which the Borrower or transfer relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with Generally Accepted Accounting Principles have been established; (d) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (e) encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or relevant Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower or such Subsidiary, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Subsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis; (f) presently outstanding Liens listed on SCHEDULE 6.2. hereto; (g) Liens on property existing at the time the Borrower or relevant Subsidiary acquires such property and not created in anticipation of such acquisition, purchase money security interests in or purchase money mortgages on real or personal property acquired or constructed after the date hereof to secure Funded Debt permitted to be incurred hereunder and incurred in connection with the acquisition or construction of such property at the time of or within 270 days following the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired, and Liens on existing properties or assets to secure Funded Debt permitted hereunder and incurred for improvements on such properties or assets; (h) Liens on the property of a Person (i) existing at the time such Person is merged into or consolidated with the Borrower or relevant Subsidiary as permitted hereby or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Borrower or relevant Subsidiary as permitted hereby, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Borrower or relevant Subsidiary as permitted hereby prior to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Borrower or relevant Subsidiary, or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Borrower or relevant Subsidiary); PROVIDED that any such Lien referred to in clause (i) shall not apply to any property of the Borrower or relevant Subsidiary other than the property subject thereto at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Borrower or relevant Subsidiary other than the property so acquired; (i) Liens arising by reason of deposits with, or the income giving of any form of security to, any governmental agency or profits therefrom any body created or approved by law or governmental regulation, which Lien is required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit and Liens in favor of a government or governmental entity to secure partial progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of subjecting financing all or any part of the same costs of acquiring, constructing or improving the property subject to such Liens (including, without limitation, Liens incurred in connection with pollution control, industrial revenue, private activity bond or similar financing); (j) Liens incurred by any telephone company owned by the Borrower or any of its Subsidiaries to secure Funded Debt owing to governmental entities such as the Rural Utility Services, Rural Electrification Administration, Rural Telephone Bank or Rural Telephone Finance Cooperative and Liens incurred by the Borrower or any of its Subsidiaries to secure the indebtedness incurred to finance the purchase of equipment or services; (k) Liens on any equity interests owned by the Borrower or any of its Subsidiaries in (i) Deutsche Telekom AG, Rural Cellular Corporation, Verisign, Inc., Vodafone Group plc or any of their respective successors, or (ii) any other Person or Persons that are not directly, or indirectly through one or more intermediaries, controlled by the Borrower or by any of its Subsidiaries; For the purposes of this provision, the term "CONTROL" (including, with correlative meanings, the terms "CONTROLLED BY", "UNDER COMMON CONTROL" and other terms of similar import, shall mean the possession, directly or indirectly through one or more intermediaries, of the power to elect at least a majority of the members of the board of directors or other management of any person, whether through the ownership of voting securities, by contract or otherwise. (l) Liens incurred on deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations (exclusive of obligations for the payment of Indebtedness borrowed money); (m) Liens upon or performance of any other obligation in priority to payment of its general creditors; or acquire, or agree or have an option to acquire, any property or assets upon conditional sale now owned or other title retention or purchase money security agreement, device or arrangement; or suffer from time to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might time hereafter acquired by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them United States Cellular Corporation or any of their its Subsidiaries shall create related in any way to the ownership by United States Cellular Corporation or incur any Lien upon by any of their respective properties or assetsits Subsidiaries of wireless telecommunications towers, whether now owned or hereafter acquiredincluding, but not limited to, tower structures, land on which towers are located, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks)real estate associated with such towers, the Borrower and the Guarantor will make leases for towers or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any for tower sites, subleases, licenses, collocation arrangements, easements and all other Indebtedness real property and other tangible or intangible assets related thereto; (n) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) through (m), inclusive; PROVIDED, HOWEVER, that the principal amount secured thereby shall not exceed the principal amount secured so long as thereby at the time of such other Indebtedness extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the obligation so securedextended, renewed or replaced (plus improvements to such property); provided that and (o) any other Liens on the covenants property and assets of the Borrower and the Guarantor contained in this sentence shall only be in effect for its Subsidiaries so long as the Borrower or net book value of all of the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event property and assets subject to all of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding Liens, together with the net book value of all of the property and assets subject to Sale and Leaseback Transactions permitted by Section 6.8(g), shall not at any actions taken by time in the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderaggregate exceed twenty percent (20%) of Consolidated Net Assets.

Restrictions on Liens. The Borrower Company will not, and will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, in each case except for Permitted Liens. The Borrower Company and the Guarantor covenant and agree that if either any of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Majority Banks), the Borrower Company and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower Company and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower Company or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower Company or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.

Restrictions on Liens. The Borrower will not, and will cause not permit any of its Subsidiaries not to, create or incur create, assume or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any charactertheir respective Properties, whether now owned or hereafter acquired, except the following (herein collectively referred to as "Permitted Liens"): (a) Liens for taxes, assessments or upon the income governmental charges or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to claims the payment of Indebtedness which is not at the time required by Section 7.3; (b) Statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being diligently contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefore; (c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of any tenders, statutory obligations, surety and appeal bonds, bids, government contracts, performance and return-of-money bonds and other obligation in priority to similar obligations (exclusive of obligations for the payment of its general creditors; borrowed money), provided that the amount of Liens of Borrower referred to in this Subsection (c) outstanding at any time shall not exceed $125,000 in the aggregate; (d) Any attachment or acquirejudgment Lien (including judgment or appeal bonds) which shall, 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 suffer to exist for a period of more than within 30 days after the same entry thereof, have been discharged, bonded or execution thereof stayed pending appeal, or which shall have been incurred discharged or bonded within 30 days after the expiration of any Indebtedness such stay; (e) Leases or claim subleases granted to others not interfering with the ordinary conduct of business; (f) Easements, rights-of-way, restrictions and other similar charges or demand against it encumbrances which if unpaid might by law do not, individually or upon bankruptcy in the aggregate, materially interfere with the ordinary conduct of business; (g) Any interest, title or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either Lien of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated a lessor under any other Indebtedness; provided, further, that an Event permitted operating lease; (h) Liens in favor of Default shall occur for so long customs and revenue authorities arising as such other Indebtedness becomes secured notwithstanding any actions taken by a matter of law to secure payment of customs duties in connection with the Borrower or importation of goods; 59 (i) Liens incurred pursuant to the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.Loan Documents;

Restrictions on Liens. The Borrower will not, and nor will cause it permit its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, rights or other general intangibles (in each case other than the sale or licensing of intellectual property and other transfers of general intangibles, in each case made in the ordinary course of business for fair market value and not made in connection with a financing transaction) or chattel paper, with or without recourse, in each case except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either any of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Majority Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.

Restrictions on Liens. The Borrower will not, and will cause not permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, except for Permitted Liens. The enforceable under applicable law, which directly or indirectly prohibits the Borrower and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, provided that the Borrower or any of its Subsidiaries may create or incur any Lien upon any or suffer to be created or incurred or to exist: (a) liens in favor of their respective the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or assetssupplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, whether now owned or hereafter acquiredto secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards that have been in force for less than Permitted Liens (unless prior written consent the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the Banks)date of creation thereof in respect of obligations not overdue; (f) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the Guarantor will make or cause to be made effective provision whereby opinion of the Obligations and Borrower interferes materially with the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that use of the covenants property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the Guarantor contained in this sentence shall only be in aggregate have a materially adverse effect for so long as on the business of the Borrower individually or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower and its Subsidiaries on a consolidated basis; (g) liens existing on the date hereof and listed on Schedule 10.2 hereto; (h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Guarantor date hereof to ratably secure purchase money Indebtedness of the Obligations type and amount permitted by §10.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (i) liens granted by a Foreign Subsidiary to secure Indebtedness of such Foreign Subsidiary of the type and amount permitted by §10.1(g); and (j) liens in favor of the Agent for the benefit of the Banks and the Guaranteed Obligations hereunderAgent under the Loan Documents.

Restrictions on Liens. The Borrower Borrowers will not, and will cause its Subsidiaries not permit any of the Guarantors to, (i) create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, their Property whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) transfer any of such property or assets Property 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; or (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; or (iv) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which 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 or chattel paper, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; or (vi) enter into or permit to exist any arrangement or agreement, except enforceable under Applicable Law, which directly or indirectly prohibits the Borrowers or the Guarantors from creating or incurring any Lien on Collateral other than in favor of the Agent for Permitted Liens. The Borrower the benefit of the Lenders and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by a Borrower or a Guarantor covenant and agree in the ordinary course of its business; provided, that if either of them the Borrowers or any of their Subsidiaries shall Subsidiary may create or incur any Lien upon any or suffer to be created or incurred or to exist: (a) Liens in favor of their respective a Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Subsidiaries of such Borrower to such Borrower; (b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or assetssupplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, whether now owned or hereafter acquiredto secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or similar laws, or to secure the performance of bids, tenders or contracts (other than Permitted for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than Liens arising under ERISA or Environmental Laws) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (unless prior written consent d) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal (or liens securing an appeal bond) so long as execution is not levied thereunder or in respect of which such Borrower or such Guarantor shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, (i) in existence less than 120 days from the Banksdate of creation thereof in respect of obligations not overdue, or (ii) which are being contested by appropriate proceedings diligently pursued; (f) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which a Borrower or Guarantor is a party, and other minor Liens or encumbrances none of which in the opinion of the Borrowers interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers and the Guarantors, which defects do not individually or in the aggregate have a Materially Adverse Effect; (g) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(d), incurred in connection with the Borrower acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (i) Liens in favor of the Agent for the benefit of the Lenders and the Guarantor will make or cause to be made effective provision whereby Agent under the Obligations Loan Documents; (I) Liens in favor of holders of the First Mortgage Notes and the Guaranteed Obligations will be secured by trustee and any other agent therefor referred to in the Indenture and related security documents and (II) transfers referred to in clause (ii) of the introductory paragraph to this Section 9.2, claims or demands referred to in clause (iv) of the introductory paragraph to this Section 9.2 and arrangements or agreements referred to in clause (vi) of the introductory paragraph to this Section 9.2, in each case to the extent they arise in connection with the First Mortgage Notes; provided that such Lien equally Liens, claims, demands, arrangements or agreements do not extend to the Collateral (other than restrictions contained in the First Mortgage Notes on the ability to grant Liens to secure Indebtedness other than the Obligations); (k) Liens to secure the IR Bonds; and (l) Liens, claims, demands and ratably with any arrangements under the Owners Agreement and all other Indebtedness thereby secured the Mt. Hxxxx Owners Agreement, so long as such other Indebtedness shall be so secured; provided that Liens, claims, demands and arrangements (A) do not relate to the covenants Accounts Receivable, and (B) to the extent they relate to inventory of the Borrower Borrowers, such Liens, claims, demands and arrangements are subject to (x) in the Guarantor contained case of the Mt. Hxxxx Owners Agreement, the bailee letter between Fleet Capital Corporation and Alumax of South Carolina, Inc., dated as of April 26, 2000, and (y) in this sentence shall only be the case of the Owners Agreement, a Non-Setoff Agreement in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event form of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderExhibit K hereto.

Restrictions on Liens. The Borrower will notshall not incur any Debt secured by any Lien, and will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien of any kind securing Debt, upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same with respect to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties Properties or assets, whether now owned or hereafter acquired, without effectively providing that the Loans then outstanding and thereafter created (together with any other than Permitted Liens (unless prior written consent Debt or obligations then existing and any other indebtedness or obligation thereafter created ranking equally with the Loans then existing or thereafter created which is not subordinated to the Loans) shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured (or prior to) such Debt or obligations so long as such other Indebtedness shall be Debt or obligation is so secured; , except that the foregoing provision shall not apply to: (a) Liens created under this Agreement or, subject to the provisions of Section 6.01(q), the Security Agreements (as defined in the Existing Credit Agreement); (b) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the covenants acquisition or completion of construction thereof; (c) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section 5.03, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (f) Liens incidental to the conduct of its business or the Guarantor ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (g) any Lien on Margin Stock; and (h) Liens consisting of (i) pledges or deposits in the ordinary course of business to ratably secure obligations under workmen’s compensation laws or similar legislation, including liens of judgments thereunder which are not currently dischargeable, (ii) deposits in the Obligations and ordinary course of business to secure or in lieu of surety, appeal or customs bonds to which the Guaranteed Obligations hereunderBorrower is a party, (iii) liens created by or resulting from any litigation or legal proceeding which is being contested in good faith by appropriate proceedings diligently conducted, (iv) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money) or (v) materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s or other like Liens incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted or deposits to obtain the release of such Liens.

Restrictions on Liens. The No Borrower will not, and will cause its Subsidiaries not to, shall create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for as follows (the “Permitted Liens. The ”): (a) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue (provided that, if the obligation with respect to which any such lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Borrowers shall have set aside on their books adequate reserves with respect thereto); (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) Liens in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and the Guarantor covenant and agree that if either in respect of them or any which a stay of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves; (d) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the Banksdate of creation thereof in respect of obligations not overdue, providedthat such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the applicable Borrower in good faith by appropriate proceedings and if such Borrower shall have set aside on its books adequate reserves with respect thereto as required by GAAP and providedfurther that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; (e) Encumbrances on Real Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which any Borrower is a party, and other minor liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower, which defects do not individually or in the aggregate have a Material Adverse Effect; (f) Liens securing Indebtedness permitted under §7.1(d) incurred in connection with the lease or acquisition of property or fixed assets or industrial bond financings, providedthat such Liens shall encumber only the property or assets so acquired or financed and shall not exceed the purchase price thereof; (g) Liens granted in favor of Evergreen or one of its affiliates on the Evergreen Shares (and on any additional shares of Evergreen acquired by the Parent resulting from the exercise of the Evergreen Option) as security for surety bonds issued by Evergreen or such affiliate to the Borrowers; (h) Liens, whether created by contract, law, regulation or ordinance, securing Indebtedness permitted by §§7.1(b), the Borrower (e) and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured(g); provided that any security granted therefor is limited to (i) rights to payment under, and use of equipment or related assets to perform, the covenants contracts to which such guaranty, suretyship or bond obligations relate, (ii) Liens arising under the laws of the Borrower suretyship and the Guarantor contained (iii) similar Liens granted in this sentence shall only be in effect for so long as the Borrower favor of municipalities or the Guarantor shall be similarly obligated under other governmental entities pursuant to any other IndebtednessMunicipal Contract; provided, furtherthat such liens (A) encumber only the containers, that an Event of Default shall occur for so long bins, carts and vehicles used in connection with such Municipal Contract and (B) are promptly released as soon as such other release is not prohibited under the terms of such Municipal Contract; (i) Liens listed on Schedule 7.2(i) hereto; (j) Liens securing Indebtedness becomes permitted under §7.1(h) in the form of L/C Supported IRB’s. (k) Liens securing deposits made on account of liabilities to insurance carriers under insurance or self-insurance arrangements; (l) Liens granted to a Receivables SPV in connection with a Permitted Receivables Transaction and securing Indebtedness of the Borrowers and their Subsidiaries existing as of the Closing Date and listed on Schedule 7.1 in connection therewith, providedthat such Liens attach only to the accounts receivable which are the subject of such Indebtedness and to the Capital Stock of the Receivables SPV; and (m) Liens granted in connection with secured notwithstanding any actions taken by the Borrower Indebtedness incurred pursuant to §§7.1(a) or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder(i).

Restrictions on Liens. The Borrower Company will not, and nor will cause its Subsidiaries not it permit any Subsidiary (other than the Canadian Entities) to, create incur, issue, assume or incur or suffer to be created or incurred or to exist guarantee any Debt secured by a Lien of any kind (other than Permitted Liens) upon any property or assets of any character, its Property (whether such Property is now owned or hereafter acquired) without in any such case effectively providing that the Notes shall be secured equally and ratably with such Debtuntil such time as such Debt is no longer secured by such Lien; provided that if the Debt so secured is subordinated by its terms to the Notes or a Note Guarantee, or the Lien securing such Debt will also be so subordinated by its terms to the Notes and the applicable Note Guarantee at least to the same extent. Any Lien created for the benefit of the Holders of the Notes pursuant to the foregoing sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the income or profits therefrom; or transfer release and discharge of the Lien securing the Debt that gave rise to the obligation to equally and ratably secure the Notes. In addition to the foregoing, if any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for Company’s Unsecured Notes Obligations become secured by a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any Property of their respective properties the Company or assets, of any Subsidiary (whether such Property is now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will Notes shall be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur Unsecured Notes Obligations for so long as such other Indebtedness becomes Unsecured Notes Obligations are secured notwithstanding by such Lien upon any actions taken Property of the Company or any Subsidiary, as applicable. Any Lien created for the benefit of the Holders of the Notes pursuant to the foregoing sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the Borrower or release and discharge of the Guarantor to ratably secure Lien securing the Obligations and the Guaranteed Obligations hereunderUnsecured Notes Obligations.

Restrictions on Liens. The Borrower Maker will not, and will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind (collectively, "Liens") upon any of its property or assets of any charactercharacter (other than upon any margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System, owned by Maker), whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for the following (collectively, "Permitted Liens. The Borrower "): (a) Liens granted to secure obligations of Maker and its subsidiaries under Senior Indebtedness; (b) To the Guarantor covenant and agree that if either extent permitted by the terms of them the Senior Indebtedness, Liens securing the indebtedness incurred in connection with the acquisition of property or assets useful or intended to be used in carrying on the business of Maker or any of their Subsidiaries its subsidiaries, provided that such Liens shall create encumber only the property or incur assets so acquired and do not exceed the fair market value thereof; (c) Liens to secure taxes, assessments and other government charges or claims for labor, material or supplies in respect of obligations not overdue; (d) 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; (e) Liens in respect of judgments or awards, the indebtedness with respect to which is permitted by the terms of the Senior Indebtedness; (f) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; and (g) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's Liens under leases to which Maker or any of its subsidiaries is a party, and other minor Liens none of which in the reasonable opinion of Maker interferes materially with the use of the property affected in the ordinary conduct of the business of Maker and its subsidiaries, which defects do not individually or in the aggregate have a material adverse effect on the business of Maker on a consolidated basis; unless, in the case of any Lien upon which is not a Permitted Lien, any of their respective properties payments made or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will under this Note shall be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower (or the Guarantor shall be similarly obligated under prior to) any other Indebtedness; provided, further, that an Event of Default shall occur for so long as obligations secured by such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderLien.

Restrictions on Liens. The No Borrower will not, and will cause its Subsidiaries not to, shall create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for as follows (the "Permitted Liens. The "): (a) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue (provided that, if the obligation with respect to which any such lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Borrowers shall have set aside on their books adequate reserves with respect thereto); (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) Liens in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and the Guarantor covenant and agree that if either in respect of them or any which a stay of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves; (d) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the Banksdate of creation thereof in respect of obligations not overdue, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the applicable Borrower in good faith by appropriate proceedings and if such Borrower shall have set aside on its books adequate reserves with respect thereto as required by GAAP and provided further that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; (e) Encumbrances on Real Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any Borrower is a party, and other minor liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower, which defects do not individually or in the aggregate have a Material Adverse Effect; (f) Liens securing Indebtedness permitted under s. 8.1(d)(i) or under s. 8.1(k) (including first priority liens securing purchase money Indebtedness) incurred in connection with the lease or acquisition of property or fixed assets or industrial bond financings, provided that such Liens shall encumber only the property or assets so acquired or financed and shall not exceed the fair market value thereof; (g) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Security Documents; (h) Liens granted in favor of any Lender or the Administrative Agent for the benefit of the Lenders and the Administrative Agent under any Swap Contract; (i) Liens granted in favor of Evergreen or one of its affiliates on the Evergreen Shares (and on any additional shares of Evergreen acquired by the Parent resulting from the exercise of the Evergreen Option) as security for surety bonds issued by Evergreen or such affiliate to the Borrowers; (j) Liens, whether created by contract, law, regulation or ordinance, (i) securing Indebtedness permitted by ss. 8.1(b), the Borrower (e) and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; (k), provided that any security granted therefor is limited to (i) rights to payment under, and use of equipment or related assets to perform, the covenants contracts to which such guaranty, suretyship or bond obligations relate, (ii) Liens arising under the laws of suretyship and (iii) similar Liens granted in favor of municipalities or other governmental entities pursuant to any Scheduled Contract from time to time listed on Schedule 8.2(j), provided, that the Borrower Administrative Agent is notified in writing on a quarterly basis of any additions to such Schedule 8.2(j), and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long such liens (A) encumber only the containers, bins, carts and vehicles used in connection with such Scheduled Contract and (B) are promptly released as soon as such other Indebtedness becomes secured notwithstanding any actions taken release is not prohibited under the terms of such Scheduled Contract; with the Administrative Agent being hereby authorized by the Borrower parties to amend Schedule 8.2(j) to reflect any new Scheduled Contracts; (k) Liens listed on Schedule 8.2(k) hereto; and (l) Liens securing deposits made on account of liabilities to insurance carriers under insurance or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderself-insurance arrangements.

Restrictions on Liens. The Borrower Borrowers will not, and will cause its not permit any of their Subsidiaries not to, (i) create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, its Property whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) transfer any of such property or assets Property 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; or (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; or (iv) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which 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 or chattel paper, "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; or (vi) enter into or permit to exist any arrangement or agreement, except for Permitted Liens. The Borrower and enforceable under Applicable Law, which directly or indirectly prohibits the Guarantor covenant and agree that if either of them Borrowers or any of their Subsidiaries shall from creating or incurring any Lien other than in favor of the Agent for the benefit of the Lenders and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by a Borrower or a Guarantor in the ordinary course of its business, provided that the Borrowers or any Guarantor may create or incur any Lien upon any or suffer to be created or incurred or to exist: (a) Liens in favor of their respective a Borrower on all or part of the assets of Subsidiaries of such Borrower securing Indebtedness owing by Subsidiaries of such Borrower to such Borrower; (b) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties or assets, whether now owned or hereafter acquired, other than Permitted Mortgaged Properties to secure claims for labor, material or supplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations or similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) 63 -56- or to secure statutory obligations (other than Liens arising under ERISA or Environmental Laws) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds in the ordinary course of business; (unless prior written consent d) Liens on properties other than Mortgaged Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower or such Guarantor shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties other than Mortgaged Properties, in existence less than 120 days from the Banksdate of creation thereof in respect of obligations not overdue or which are being contested by appropriate proceedings diligently pursued; (f) encumbrances on Real Estate other than the Mortgaged Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which a Borrower or Guarantor is a party, and other minor Liens or encumbrances none of which in the opinion of the Borrowers interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers and the Guarantors, which defects do not individually or in the aggregate have a Materially Adverse Effect; (g) Liens existing on the date hereof and listed on Schedule 10.2 hereto; (h) purchase money security interests in or purchase money mortgages on real or personal property other than Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.10.1(d), incurred in connection with the Borrower acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (i) Liens and encumbrances on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto, which shall include Liens of the type listed in clauses (b), (e) and (f) of this ss.10.2; (j) Liens in favor of the Agent for the benefit of the Lenders and the Guarantor will make or cause to be made effective provision whereby Agent under the Obligations Loan Documents; and (k) Liens and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants encumbrances in favor of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower PBGC, or the Guarantor shall be similarly obligated Agent for the benefit of the PBGC, under any other Indebtedness; providedthe PBGC Documents and, furtherfollowing the Term Loan Closing Date, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderLoan Documents.

Restrictions on Liens. The Borrower will not, and will cause not permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, "receivables" as defined in clause (g) of the definition of the term "Indebtedness" with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, except for Permitted Liens. The enforceable under applicable law, which directly or indirectly prohibits the Borrower and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, provided that the Borrower or any of its Subsidiaries may create or incur any Lien upon any or suffer to be created or incurred or to exist: (a) liens in favor of their respective the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or assetssupplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, whether now owned or hereafter acquiredto secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards that have been in force for less than Permitted Liens (unless prior written consent the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the Banks)date of creation thereof in respect of obligations not overdue; (f) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the Guarantor will make or cause to be made effective provision whereby opinion of the Obligations and Borrower interferes materially with the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that use of the covenants property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the Guarantor contained in this sentence shall only be in aggregate have a materially adverse effect for so long as on the business of the Borrower individually or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower and its Subsidiaries on a consolidated basis; (g) liens existing on the date hereof and listed on Schedule 9.2 hereto; and (h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Guarantor date hereof to ratably secure purchase money Indebtedness of the Obligations type and amount permitted by ss 9.1(c), incurred in connection with the Guaranteed Obligations hereunderacquisition of such property, which security interests or mortgages cover only the real or personal property so acquired.

Restrictions on Liens. The No Borrower will not, and will cause its Subsidiaries not to, shall create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for as follows (the “Permitted Liens. The ”): (a) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue (provided that, if the obligation with respect to which any such lien arises is being contested in good faith by appropriate proceedings, such obligation may remain unpaid during the pendency of such proceedings as long as the Borrowers shall have set aside on their books adequate reserves with respect thereto); (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) Liens in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the applicable Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and the Guarantor covenant and agree that if either in respect of them or any which a stay of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent execution shall have been obtained pending such appeal or review and in respect of which such Borrower maintains adequate reserves; (d) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the Banksdate of creation thereof in respect of obligations not overdue, provided that such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the applicable Borrower in good faith by appropriate proceedings and if such Borrower shall have set aside on its books adequate reserves with respect thereto as required by GAAP and provided further that such Borrower will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; (e) Encumbrances on Real Property consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which any Borrower is a party, and other minor liens or encumbrances none of which in the opinion of such Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower, which defects do not individually or in the aggregate have a Material Adverse Effect; (f) Liens securing Indebtedness permitted under §8.1(d)(i) or under §8.1(k) (including first priority liens securing purchase money Indebtedness) incurred in connection with the lease or acquisition of property or fixed assets or industrial bond financings, provided that such Liens shall encumber only the property or assets so acquired or financed and shall not exceed the fair market value thereof; (g) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Security Documents; (h) Liens granted in favor of any Lender or the Administrative Agent for the benefit of the Lenders and the Administrative Agent under any Swap Contract; (i) Liens granted in favor of Evergreen or one of its affiliates on the Evergreen Shares (and on any additional shares of Evergreen acquired by the Parent resulting from the exercise of the Evergreen Option) as security for surety bonds issued by Evergreen or such affiliate to the Borrowers; (j) Liens, whether created by contract, law, regulation or ordinance, (i) securing Indebtedness permitted by §§8.1(b), the Borrower (e) and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; (k), provided that any security granted therefor is limited to (i) rights to payment under, and use of equipment or related assets to perform, the covenants contracts to which such guaranty, suretyship or bond obligations relate, (ii) Liens arising under the laws of suretyship and (iii) similar Liens granted in favor of municipalities or other governmental entities pursuant to any Scheduled Contract from time to time listed on Schedule 8.2(j), provided, that the Borrower Administrative Agent is notified in writing on a quarterly basis of any additions to such Schedule 8.2(j), and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long such liens (A) encumber only the containers, bins, carts and vehicles used in connection with such Scheduled Contract and (B) are promptly released as soon as such other Indebtedness becomes secured notwithstanding any actions taken release is not prohibited under the terms of such Scheduled Contract; with the Administrative Agent being hereby authorized by the Borrower parties to amend Schedule 8.2(j) to reflect any new Scheduled Contracts; (k) Liens listed on Schedule 8.2(k) hereto; (l) Liens securing deposits made on account of liabilities to insurance carriers under insurance or self-insurance arrangements; and (m) Liens granted to a Receivables SPV in connection with a Permitted Receivables Transaction and securing Indebtedness of the Guarantor Borrowers and their Subsidiaries permitted by §8.1(l) provided that such Liens attach only to ratably secure the Obligations accounts receivable which are the subject of such Indebtedness and to the Guaranteed Obligations hereunderCapital Stock of the Receivables SPV.

Restrictions on Liens. The Borrower will not, and will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for as follows (the "Permitted Liens"): (a) Liens existing on the Effective Date and listed on SCHEDULE 8.2(A) hereto; (b) Liens securing Indebtedness permitted by Section 8.1(b)(i) hereof; provided that the assets subject to such liens and security interests shall be limited to those contracts to which such guaranty, suretyship or indemnification obligations relate and the rights to payment thereunder; (c) Liens securing Indebtedness permitted under Sections 8.1(d) and (e) (provided that Xxxxx created pursuant to a Permitted Receivables Transaction are only on the receivables so transferred and secure only the obligations with respect thereto), and Section 8.1(g), provided such liens are discharged by August 31, 1998; (d) Liens securing Indebtedness arising under the United Senior Secured Notes; (e) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue; (f) 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; (g) Liens in respect of judgments or awards which have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower (or any Subsidiary) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and in respect of which the Borrower maintains adequate reserves; (h) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue, PROVIDED THAT such liens may continue to exist for a period of more than 120 days if the validity or amount thereof shall currently be contested by the Borrower (or any Subsidiary) in good faith by appropriate proceedings and if the Borrower shall have set aside on its books adequate reserves with respect thereto as required by GAAP and PROVIDED FURTHER THAT the Borrower (or any Subsidiary) will pay any such claim forthwith upon commencement of proceedings to foreclose any such lien; and (i) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or any Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower or any of its Subsidiaries, which defects do not individually or in the aggregate have a material adverse effect on the business of the Borrower or any Subsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis. The Borrower and the Guarantor Guarantors covenant and agree that if either any of them or any of their Subsidiaries shall create or incur assume any Lien lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor Guarantors will make or cause to be made effective provision whereby the Obligations and the their respective Guaranteed Obligations will be secured by such Lien lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided PROVIDED, that the covenants of the Borrower and the Guarantor Guarantors contained in this sentence shall only be in effect for so long as the Borrower or the any Guarantor shall be similarly obligated under any other Indebtedness; providedPROVIDED, furtherFURTHER, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the any Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.

Restrictions on Liens. The Borrower will not, and nor will cause its Subsidiaries not it permit any Subsidiary to, create or incur create, incur, assume or suffer to be created or incurred or to exist any Lien of any kind upon any of its property or assets of any character, whether now owned or hereafter acquired, or upon except: (a) Liens existing on the income or profits therefrom; or transfer any date hereof securing Debt outstanding on the date hereof; (b) Liens incidental to the conduct of such property or assets its business or the income ownership of its properties and assets which were not incurred in (c) any Lien on any asset securing Debt incurred or profits therefrom assumed for the purpose of subjecting financing all or any part of the same cost of acquiring such asset, provided that such Lien attaches to the payment of Indebtedness such asset concurrently with or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 within 90 days after the same shall have been acquisition thereof; (d) Liens incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvencyin connection with the making of the type of Investment described in Section 5.13(t) and Liens incurred in connection with the acquisition of, or otherwiseimprovements to, be given real estate; provided, however, that no such Lien shall extend to or cover any priority whatsoever over its general creditors; property other than the property so acquired or sellimproved; (e) any Lien existing on any assets of any corporation or other entity at the time it becomes a Subsidiary and not created in contemplation of such corporation becoming a Subsidiary, assignor existing on any assets acquired by the Borrower or any Subsidiary through purchase, pledge merger, consolidation, or otherwise transfer any accountsand not created in contemplation of such purchase, contract rightsmerger, general intangibles consolidation or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur other transaction; (f) any Lien upon resulting from any order of their respective properties attachment, distraint or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants legal process arising out of the Borrower and the Guarantor contained in this sentence shall only be in effect for judicial proceedings so long as the Borrower execution or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event enforcement thereof is effectively stayed; (g) Liens on shares of Default shall occur for so long as capital stock or property of a Subsidiary securing obligations owing by such other Indebtedness becomes secured notwithstanding any actions taken by Subsidiary to the Borrower or to another Subsidiary; (h) Liens arising out of the Guarantor refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by this Section 5.11, provided that such Debt is not increased and is not secured by any additional assets; (i) Liens to ratably secure banks or other institutions arising in connection with the Obligations issuance of letters of credit or bankers' acceptances in connection with the shipment or storage of goods in the ordinary course of business; (j) Liens not otherwise permitted by any of the foregoing clauses of this Section 5.11 securing Debt in an aggregate principal amount at any time outstanding not to exceed 10% of Adjusted Net Worth; and (k) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the Guaranteed Obligations hereunderaggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $50,000,000.

Restrictions on Liens. The Borrower will not, and will cause Neither the Company nor any of its Subsidiaries not to, will create or incur or suffer to be created or incurred or to exist any Lien or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company or such Subsidiary is contesting in good faith by appropriate proceedings and as to which the Company or such Subsidiary shall have set aside on its books, adequate reserves with respect thereto in accordance with generally accepted accounting principles); or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paperpaper for security, with or without recourse; provided, except for Permitted Liens. The Borrower however, that the Company and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall may create or incur any Lien upon or suffer to be created or incurred or to exist any of their respective properties the following ("Permitted Liens"): (a) Liens (i)to secure taxes, assessments and other government charges in respect of obligations not overdue or assets, whether now (ii) with respect to assessments issued by governmental authorities or regulated utilities for benefits rendered to the real estate owned or hereafter acquiredoperated by the Company, which assessments are payable in installments over time, provided, however, that such taxes, assessments, installments or other than Permitted Liens (unless prior written consent governmental charges are not overdue or are being contested in good faith and for which adequate reserves or other appropriate provisions shall have been obtained from made to the Banks)extent required by GAAP (other than any such overdue taxes, levies, claims, assessments or charges, to the Borrower and extent the Guarantor will make or cause payment therefor shall not at the time be required to be made effective provision whereby in accordance with the Obligations and provisions of Section 7.5 hereof); (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 or statutory obligations in the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants ordinary course of the Borrower and the Guarantor contained business; (c) Liens in this sentence shall only be respect of judgments or awards which do not result in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default hereunder; (d) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, not overdue more than 120 days or, if so overdue, all such liens that the Company or such Subsidiary is contesting in good faith by appropriate proceedings which prevent enforcement of the lien; (e) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and irregularities in the title thereto, landlord's or lessor's Liens under leases to which the Company or any of its Subsidiaries is a party, and other Liens (but not liens securing Indebtedness) none of which interferes materially with the use of the property affected in the ordinary conduct of the business of the Company and its Subsidiaries and which defects do not individually or in the aggregate have a Material Adverse Effect; (f) Any Liens from time to time securing Senior Indebtedness and Liens securing Indebtedness permitted under Sections 7.11(c) hereof, provided that Liens securing any new Indebtedness permitted under Section 7.11(c) for the purpose of refinancing existing Indebtedness shall occur be no more adverse to the holders of the Notes than the terms of the Liens securing such refinanced Indebtedness, and provided further that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that would not have been security for so long as such other the Indebtedness becomes secured notwithstanding refinanced; (g) Liens reserved to or vested in, and any actions taken obligations owed to, any municipality or governmental, statutory or public authority by the Borrower terms of any right, power, franchise, grant, license or permit, or by any provision of law, regulation or policy; (h) leases or subleases granted to other Persons in the Guarantor to ratably secure ordinary course of business; and (i) Liens existing on the Obligations date hereof and the Guaranteed Obligations hereunderlisted on Schedule 7.12 hereto.

Restrictions on Liens. The Borrower Company will not, and will cause not permit any of its Subsidiaries not to, create directly or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any characterindirectly, whether now owned or hereafter acquiredcreate, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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; assume or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, assets whether now owned or hereafter acquired, except for the following (the “Permitted Liens”): (a) Liens for taxes, assessments, governmental charges or claims the payment of which is not at the time required by Section 9.3; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business for sums, the payment of which is not at the time required by Section 9.3; (c) Liens (other than Permitted any Lien imposed by ERISA, and other than any Lien securing an obligation for the payment of borrowed money or for the deferred purchase price of property or services) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations; (d) attachment or judgment Liens (unless prior written consent including judgment or appeal bonds) not exceeding $100,000 in the aggregate at any time outstanding, provided that any such Lien shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been obtained discharged within 30 days after the expiration of any such stay; (e) zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto (and, with respect to leasehold interests, Liens and other encumbrances that are incurred, created, assumed or permitted to exist on or with respect to the leased property and arise by, through or under or are asserted by a landlord or owner of the leased property, with or without consent of the lessee) which were not incurred in connection with the borrowing of money and which do not in the aggregate materially detract from the Banksvalue of the property of the Company or any of its Subsidiaries, as the case may be, or impair the use of such property for the purposes for which such property is held by the Company or any such Subsidiary; (f) Liens securing Indebtedness of a Wholly-owned Subsidiary of the Company to the Company or to another Wholly-owned Subsidiary of the Company; (g) Liens existing on the Closing Date (other than any such Liens that secure Purchase Money Indebtedness); (h) Liens securing Purchase Money Indebtedness incurred in connection with the purchase, acquisition or construction by the Company or its Subsidiaries of real property, improvements thereto, equipment or other fixed assets or intangibles (including software); provided that (i) such security interests secure Indebtedness permitted by Section 10.1(c), the Borrower (ii) such security interests are incurred, and the Guarantor will make Indebtedness secured thereby is created, within one year after such acquisition (or cause construction), (iii) the Indebtedness secured thereby does not exceed the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to be made effective provision whereby any other property or assets (other than accessions to such real property, improvements or equipment) of the Obligations and Company or any of its Subsidiaries; (i) any Lien on property of a Subsidiary of the Guaranteed Obligations will be Company existing at the time it becomes such a Subsidiary; (j) the Liens created by the Security Documents; and (k) the extension, renewal or replacement of any Lien permitted by subsection (g), (h) or (i) of this Section 10.2, but only if the principal amount of the Indebtedness secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as immediately prior to such other Indebtedness shall be so secured; provided that the covenants of the Borrower extension, renewal or replacement is not increased and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any Lien is not extended to other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderproperty.

Restrictions on Liens. The Borrower Neither Issuer will, or will not, and will cause permit any of its Subsidiaries not to, create directly or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any characterindirectly, whether now owned or hereafter acquiredcreate, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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; assume or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties Properties or assets, assets whether now owned or hereafter acquiredacquired except for the following (collectively, "Permitted Liens"): (a) Liens created pursuant to the Security Documents; (b) Liens for taxes, assessments or governmental charges or claims the payment of which is not at the time required by Section 9.2; (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other than Permitted Liens (unless prior written consent imposed by law incurred in the ordinary course of business for sums not yet delinquent or being diligently contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been obtained from made therefor; (d) Liens (other than any Lien imposed by ERISA, and other than any Lien securing an obligation for the Banks)payment of borrowed money) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers' compensation, unemployment insurance and other types of social security, or to secure the Borrower performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations; (e) any attachment or judgment Lien (including judgment or appeal bonds) which shall, within 30 days after the Guarantor will make entry thereof, stayed pending appeal, or cause to be made effective provision whereby which shall have been discharged within 30 days after the Obligations and the Guaranteed Obligations will be secured by expiration of any such Lien equally and ratably with any and all other Indebtedness thereby secured stay, or which is being diligently contested in good faith so long as such a reserve or other Indebtedness appropriate provision, if any, as shall be so secured; provided required by GAAP shall have been made therefor; (f) zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or 62 62 minor irregularities incident thereto (and, with respect to leasehold interests, Liens and other encumbrances that are incurred, created, assumed or permitted to exist on or with respect to the covenants leased property and arise by, through or under or are asserted by a landlord or owner of the Borrower leased property, with or without consent of the lessee) which were not incurred in connection with the borrowing of money and which do not in the Guarantor contained in this sentence shall only be in effect for so long aggregate materially detract from the value of the Property of the Issuers or any of its Subsidiaries, as the Borrower case may be, or impair the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event use of Default shall occur such Property for so long as the purposes for which such other Indebtedness becomes secured notwithstanding any actions taken Property is held by the Borrower Issuers or any such Subsidiary; (g) Liens securing Debt of a Wholly-owned Subsidiary of an Issuer to such Issuer, to the Guarantor other Issuer or to ratably another Wholly-owned Subsidiary of an Issuer; (h) Liens (including Liens created pursuant to Capitalized Leases) existing on the date hereof and described in part (a) of Schedule 4.10A hereto, and, prior to the Closing Date, the Caterpillar Ship Mortgage; and (i) Liens (including Liens created pursuant to Capitalized Leases) in respect of Property acquired, constructed or improved by the Issuers (but not any of its Subsidiaries) after the Closing Date, which Liens exist or are created at the time of acquisition or completion of construction or improvement of such Property or within six months thereafter, to secure Debt assumed or incurred pursuant to Section 10.1(e) to finance all or any part of the Obligations purchase price or cost of acquisition or construction or improvement of such Property, but any such Lien shall cover only the Property so acquired or constructed and any improvements thereto, and may not exceed the Guaranteed Obligations hereunderlesser of (x) the Fair Market Value of such Property or (y) the purchase price or cost of such acquisition, construction or improvement.

Restrictions on Liens. The Holdings and the Borrower covenant that they will not, and nor will cause its Subsidiaries not they permit any Subsidiary to, create directly or incur indirectly, create, assume or suffer to be created or incurred or to exist any Lien of any kind upon any property of their respective Properties or assets of any character, whether now owned or hereafter acquired, except for: (A) Liens for taxes, assessments or upon the income governmental charges or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to claims the payment of Indebtedness which is not at the time required by Section 10.2; (B) Statutory Liens of landlords, and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being diligently contested in good faith, so long as a reserve or other appropriate provision, if any, shall have been made therefor; (C) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of any tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other obligation in priority to similar obligations (exclusive of obligations for the payment of its general creditors; borrowed money); (D) Any attachment or acquirejudgment Lien (including judgment or appeal bonds) which shall, 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 suffer to exist for a period of more than within 30 days after the same entry thereof, have been discharged or execution thereof stayed pending appeal, or which shall have been incurred discharged within 30 days after the expiration of any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvencysuch stay, or otherwisewhich is being diligently contested in good faith so long as a reserve or other appropriate provision, if any, as shall be given any priority whatsoever over its general creditors; required by GAAP shall have been made therefor; (E) Easements, rights-of-way, restrictions and other similar rights in land which do not, individually or sellin the aggregate, assignmaterially detract from the value of such Property and do not interfere with the ordinary conduct of the business of Holdings, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The the Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create Subsidiaries; (F) Liens securing Debt of a Subsidiary to the Borrower or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, Holdings; (G) Liens (other than Permitted Liens created pursuant to Capitalized Leases) existing on the date hereof and described in Schedule 4.8 attached hereto, securing Debt not exceeding $1,000,000 in the aggregate in principal amount; (unless prior written consent shall have been obtained from H) Liens pursuant to Capitalized Leases existing on the BanksClosing Date and Liens created following the Closing Date pursuant to Capitalized Leases so long as, with respect to Liens pursuant to Capitalized Leases created following the Closing Date, the Funded Debt represented by such Capitalized Leases is permitted pursuant to Section 11.2(C); and (I) Liens including Liens arising out of purchase money financing not otherwise permitted by the foregoing clauses of this Section 11.1 securing Debt (without duplication) of Holdings, the Borrower and or any Subsidiary of Holdings or the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; Borrower, provided that the covenants sum of (i) the principal amount of such Debt plus (ii) unsecured Debt of Subsidiaries of Holdings (other than the Borrower) and Subsidiaries of the Borrower and the Guarantor contained not otherwise permitted under Section 11.4(A) does not exceed at any time 15% of Consolidated Tangible Net Worth. The Liens referred to in this sentence shall only be in effect for so long Section 11.1(A) through (I) are herein collectively referred to as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided“Permitted Liens,” individually, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereundera “Permitted Lien.”

Restrictions on Liens. The Borrower will not, and will cause not permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, except for Permitted Liens. The enforceable under applicable law, which directly or indirectly prohibits the Borrower and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases, purchase money financings and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, provided that the Borrower or any of its Subsidiaries may create or incur any Lien upon any or suffer to be created or incurred or to exist: (1) liens in favor of their respective the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (2) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on to secure claims for labor, material or supplies in respect of obligations not overdue, or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with generally accepted accounting principles so long as such liens are not being foreclosed; (3) 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; (4) liens on properties in respect of judgments or assets, whether now owned awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or hereafter acquired, other than Permitted Liens (unless prior written consent in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (5) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the Banks)date of creation thereof in respect of obligations not overdue; (6) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the Guarantor will make or cause to be made effective provision whereby opinion of the Obligations and Borrower interferes materially with the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that use of the covenants property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the Guarantor contained in this sentence shall only be in aggregate have a materially adverse effect for so long as on the business of the Borrower individually or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower and its Subsidiaries on a consolidated basis; (7) liens existing on the date hereof and listed on Schedule 10.2 hereto; (8) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Guarantor date hereof to ratably secure purchase money Indebtedness of the Obligations type and amount permitted by Section 10.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired and liens in favor of lessors under Capitalized Leases on assets subject to Capitalized Leases permitted by Section 10.1(c) hereof; and (9) liens in favor of the Agent for the benefit of the Banks and the Guaranteed Obligations hereunderAgent under the Loan Documents.

Restrictions on Liens. The Borrower will not, and will cause not permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; or (f) enter into or permit to exist any arrangement or agreement, except for Permitted Liens. The enforceable under applicable law, which directly or indirectly prohibits the Borrower and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest other than in favor of the Agent for the benefit of the Banks and the Agent under the Loan Documents and other than customary anti-assignment provisions in leases and licensing agreements entered into by the Borrower or such Subsidiary in the ordinary course of its business, provided that the Borrower or any of its Subsidiaries may create or incur any Lien upon any or suffer to be created or incurred or to exist: (a) liens in favor of their respective the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or assetssupplies in respect of obligations not overdue; (c) deposits or pledges made in connection with, whether now owned or hereafter acquiredto secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (d) liens on properties in respect of judgments or awards that have been in force for less than Permitted Liens (unless prior written consent the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the Banks)date of creation thereof in respect of obligations not overdue; (f) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the Guarantor will make or cause to be made effective provision whereby opinion of the Obligations and Borrower interferes materially with the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that use of the covenants property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the Guarantor contained in this sentence shall only be in aggregate have a materially adverse effect for so long as on the business of the Borrower individually or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower and its Subsidiaries on a consolidated basis; (g) liens existing on the date hereof and listed on Schedule 9.2 hereto; (h) purchase money security interests in or purchase money mortgages on real or personal property acquired after the Guarantor date hereof to ratably secure purchase money Indebtedness of the Obligations type and amount permitted by Section 9.1(d), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (i) liens granted by a Foreign Subsidiary to secure Indebtedness of such Foreign Subsidiary of the type and amount permitted by Section 9.1(i); and (j) liens in favor of the Agent for the benefit of the Banks and the Guaranteed Obligations hereunderAgent under the Loan Documents.

Restrictions on Liens. The Borrower Parent will not, and will cause its Subsidiaries not permit any Subsidiary to, create or incur create, assume or suffer to be created or incurred or to exist any Lien of any kind upon on any property or assets of any character, whether asset now owned or hereafter acquiredacquired by it, except: (a) any Lien existing on any asset on the date hereof securing Debt that is outstanding on such date; (b) any Lien existing on any asset of, or Equity Interest in, any Person at the time such Person becomes a Subsidiary, which Lien was not created in contemplation of such event; PROVIDED that any Debt such Lien secures is permitted hereunder; (c) any Lien on any asset securing the payment of all or part of the purchase price of such asset upon the income acquisition thereof by the Parent or profits therefrom; a Subsidiary or transfer securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the Parent or a Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing property) or the commencement of full operation of such property asset or assets property, whichever is later), which Debt is incurred or the income or profits therefrom assumed for the purpose of subjecting financing all or part of the same to cost of acquiring such asset or, in the payment case of Indebtedness real property, construction or performance improvements thereon; PROVIDED that in the case of any other obligation in priority such acquisition or construction or improvement, the Lien shall not apply to payment of its general creditors; any asset theretofore owned by the Parent or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquiredSubsidiary, other than Permitted Liens assets so acquired, constructed or improved; (unless prior written consent shall have been obtained from d) any Lien existing on any asset of or Equity Interest in any Person at the Banks)time such Person is merged or consolidated with or into the Parent or a Subsidiary, which Lien was not created in contemplation of such event; PROVIDED that any Debt such Lien secures is permitted hereunder; (e) any Lien existing on any asset of or Equity Interest in any Person at the Borrower and time of acquisition thereof by the Guarantor will make Parent or cause to be made effective provision whereby a Subsidiary, which Lien was not created in contemplation of such acquisition; (f) any Lien arising out of the Obligations and the Guaranteed Obligations will be refinancing of any Debt secured by such any Lien equally and ratably with permitted by any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower SUBSECTIONS (a) through (d) of this SECTION 5.10, PROVIDED the principal amount of Debt is not increased and is not secured by any additional assets; (g) any Lien to secure Debt of a Subsidiary to the Guarantor contained Parent or to a Subsidiary Guarantor; (h) any Lien created pursuant to a Permitted Receivables Transaction; (i) any Lien created pursuant to a Permitted Project Financing in an amount not to exceed the amount of Liens the Parent and its Subsidiaries are permitted to incur under the Five-Year Credit Agreement pursuant to an amendment after the date hereof that treats as a separate category of permitted Liens under SECTION 5.10 thereof Liens in connection with Permitted Project Financings; PROVIDED that in no event shall Liens Tyco Credit Agreement (364-Day 2003) permitted under this sentence shall only be clause (i) secure Debt in effect for so long as the Borrower or the Guarantor shall be similarly obligated under an aggregate principal amount in excess of U.S.$250,000,000; (j) any other Indebtedness; provided, further, that an Event Lien to Cash Collateralize Letters of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding Credit issued hereunder and any actions taken by the Borrower or the Guarantor Lien to ratably secure the Obligations and of the Guaranteed Obligations Obligors under the Financing Documents; (k) any Lien in favor of any country (or any department, agency, instrumentality or political subdivision of any country) securing obligations arising in connection with partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or securing obligations incurred for the purpose of financing all or any part of the purchase price (including the cost of installation thereof or, in the case of real property, the cost of construction or improvement or installation of personal property thereon) of the asset subject to such Lien (including, but not limited to, any Lien incurred in connection with pollution control, industrial revenue or similar financings); (1) Liens arising in the ordinary course of its business that secure obligations that (i) do not constitute Debt or (ii) arise in respect of letters of credit (other than Letters of Credit issued hereunder.) which obligations do not exceed U.S.$200,000,000 in the aggregate at any time outstanding; PROVIDED that such Liens do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;

Restrictions on Liens. The Borrower will shall not, and will shall ---------------------- not cause or permit any of its Subsidiaries not to, create or create, incur or suffer to be created or incurred or permit to exist any Lien Liens of any kind upon on any property or assets of any character, whether now owned or hereafter acquiredacquired other than the following Liens: (a) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with Generally Accepted Accounting Principles have been established; (b) deposits or pledges made in connection with, or upon to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens on properties in respect of judgments or awards that have been in force for less than the income applicable period for taking an appeal so long as execution is not levied thereunder or profits therefrom; in respect of which the Borrower or transfer relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with Generally Accepted Accounting Principles have been established; (d) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (e) encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or relevant Subsidiary is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower or such Subsidiary, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or such Subsidiary individually or of the Borrower and its Subsidiaries on a consolidated basis; (f) presently outstanding Liens listed in Section 7.2 of the Disclosure Schedule; (g) Liens on property existing at the time the Borrower or relevant Subsidiary acquires such property and not created in anticipation of such acquisition, purchase money security interests in or purchase money mortgages on real or personal property acquired or constructed after the date hereof to secure Funded Debt permitted to be incurred hereunder and incurred in connection with the acquisition or construction of such property at the time of or within 270 days following the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired, and Liens on existing properties or assets to secure Funded Debt permitted hereunder and incurred for improvements on such properties or assets; (h) Liens on the property of a Person (i) existing at the time such Person is merged into or consolidated with the Borrower or relevant Subsidiary as permitted hereby or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Borrower or relevant Subsidiary as permitted hereby, (ii) resulting from such merger, consolidation, sale, lease or disposition by virtue of any Lien on property granted by the Borrower or relevant Subsidiary as permitted hereby prior to such merger, consolidation, sale, lease or disposition (and not in contemplation thereof or in connection therewith) which applies to after-acquired property of the Borrower or relevant Subsidiary, or (iii) resulting from such merger, consolidation, sale, lease or disposition pursuant to a Lien or contractual provision granted or entered into by such Person prior to such merger, consolidation, sale, lease or disposition (and not at the request of the Borrower or relevant Subsidiary); provided that any such Lien referred to in clause (i) shall not apply to any property of the Borrower or relevant Subsidiary other than the property subject thereto at the time such Person or properties were acquired and any such Lien referred to in clause (ii) or (iii) shall not apply to any property of the Borrower or relevant Subsidiary other than the property so acquired; (i) Liens arising by reason of deposits with, or the income giving of any form of security to, any governmental agency or profits therefrom any body created or approved by law or governmental regulation, which Liens (A) are required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit, and (B) cover or otherwise attach to only such deposits or (as the case may be) the properties and assets which are the subject of such transaction, privilege, franchise, license or permit; and (ii) Liens in favor of any government or governmental entity to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of subjecting financing all or any part of the same costs of acquiring, constructing or improving the property subject to such Liens, which Liens referred to in this clause (ii) cover or otherwise attach to only the properties or assets which are the subject of such contract or statute or which are acquired, constructed or improved with the proceeds of such indebtedness; provided, however, that if the Borrower and its Subsidiaries incur or otherwise permit to exist Liens under clauses (i) and (ii) above, and the net book value of all of the property and assets (whether tangible or intangible) subject to all of such Liens shall at any time exceed $25,000,000, then the net book value of all of such property and assets in excess of $25,000,000 (the "Excess Amount") shall be included in the calculation of compliance under Section 7.2(n); (j) Liens on any Equity Interests owned by the Borrower or by any of its Subsidiaries in any Person or Persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Borrower or by any of its Subsidiaries; provided, however, that such Liens (i) are incurred only in connection with any Monetization Transaction, (ii) such Liens cover or otherwise attach to only the specific Equity Interests which are the subject of such Monetization Transaction (and rights and interests usually and customarily related thereto, e.g., proceeds and dividends) and do not cover any other property or assets owned or acquired by the Borrower or any of its Subsidiaries, and (iii) such Liens remain in existence only during the continuation of such Monetization Transaction; (k) Liens incurred on deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations (exclusive of obligations for the payment of Indebtedness borrowed money); (l) Liens upon or performance of any other obligation in priority to payment of its general creditors; or acquire, or agree or have an option to acquire, any property or assets upon conditional sale (other than spectrum licenses) now owned or other title retention or purchase money security agreement, device or arrangement; or suffer from time to exist for a period of more than 30 days after time hereafter acquired by the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall create related in any way to the ownership by the Borrower or incur any Lien upon by any of their respective properties or assetsits Subsidiaries of wireless telecommunications towers, whether now owned or hereafter acquiredincluding, but not limited to, tower structures, land on which towers are located, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks)real estate associated with such towers, the Borrower and the Guarantor will make leases for towers or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any for tower sites, subleases, licenses, co-location arrangements, easements and all other Indebtedness real property and other tangible or intangible assets related thereto; (m) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) through (l), inclusive; provided, however, that the principal amount secured thereby shall not exceed the principal amount secured so long as thereby at the time of such other Indebtedness extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the obligation so secured; provided that extended, renewed or replaced (plus improvements to such property);and (n) any other Liens on the covenants property and assets of the Borrower and the Guarantor contained in this sentence shall only be in effect for its Subsidiaries so long as the Borrower or net book value of all of the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event property and assets subject to all of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding Liens, including any actions taken Excess Amount referred to in Section 7.2(i), together with the net book value of all of the property and assets subject to Sale and Leaseback Transactions permitted by Section 7.8(f), shall not at any time in the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderaggregate exceed ten percent (10%) of Consolidated Net Assets.

Restrictions on Liens. The Borrower To the extent this covenant is made applicable to the Securities of a particular series, the Company will not, and will cause its Subsidiaries not permit any Subsidiary to, create incur, issue, assume, guarantee or incur or suffer to be created or incurred or permit to exist Indebtedness secured by any Lien of the Company or any kind Subsidiary upon any property or assets of any character, whether now owned or hereafter acquiredits respective Property, or upon the income shares of capital stock or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment evidences of Indebtedness issued by any Subsidiary and owned by the Company or performance any Subsidiary, whether owned at the date of any other obligation in priority to payment of its general creditors; this Indenture or acquirethereafter acquired, without making, or agree or have an option causing such Subsidiary to acquiremake, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby to secure all of the Obligations and the Guaranteed Obligations will be secured Securities then Outstanding by such Lien Lien, equally and ratably with any and all other Indebtedness thereby secured secured, so long as a such other Indebtedness shall be so secured. The foregoing restrictions shall not apply to Indebtedness secured by Liens existing on the date of this Indenture or by any of the following (the "Permitted Encumbrances"): (a) Liens on any Property acquired, constructed or improved by the Company or any Subsidiary after the date of this Indenture which are created or assumed contemporaneously with such acquisition, construction or improvement, or within 180 days after the completion thereof, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for federal income tax purposes in connection therewith) incurred after the date of this Indenture; (b) Liens of or upon any property, shares of capital stock or Indebtedness existing at the time of acquisition thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens of or upon property, shares of capital stock or Indebtedness of a corporation existing at the time such corporation becomes a Subsidiary); (c) Liens in favor of the Company or any Subsidiary; (d) Liens in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof or political entity affiliated therewith to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings); (e) Liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise; provided that 180 days from the covenants creation of such Liens the Company must have disposed of such property and any Indebtedness secured by such Liens shall be without recourse to the Company or any Subsidiary; (f) Liens imposed by law, such as mechanics', workmen's, repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar liens arising in the ordinary course of business, or governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by the Company or any Subsidiary, or deposits or pledges to obtain the release of any of the Borrower foregoing; (g) Liens arising out of pledges or deposits under workmen's compensation laws or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the Guarantor contained payment of money) or leases to which the Company or any Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits in this sentence shall only connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Company or any Subsidiary is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; (h) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Subsidiary is a party; (i) Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in effect for so long good faith by appropriate proceedings; (j) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords' liens and other similar liens and encumbrances none of which interferes materially with the use of the property covered thereby in the ordinary course of the business of the Company or such Subsidiary and which do not, in the opinion of the Company, materially detract from the value of such properties; and (k) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the Borrower foregoing clauses (a), (b), or the Guarantor (e) to (j), inclusive; provided that (i) such extension, renewal or replacement Lien shall be similarly obligated under limited to all or a part of the same property, shares of stock or Indebtedness that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the amount of Indebtedness secured by such Lien at such time is not increased. Notwithstanding the foregoing, the Company and its Subsidiaries, or any other Indebtedness; of them, may incur, issue, assume, guarantee or permit to exist Indebtedness secured by Liens without equally and ratably securing the Securities of each series then Outstanding, provided, furtherthat at the time of such incurrence, that an Event issuance, assumption or guarantee of Default shall occur for so long as such other Indebtedness, after giving effect thereto and to the retirement of any Indebtedness becomes of the Company or of any Subsidiary which is concurrently being retired, the sum of (i) the aggregate amount of all outstanding Indebtedness of the Company and all the Subsidiaries secured notwithstanding any actions taken by Liens which could not have been incurred, issued, assumed or guaranteed by the Borrower Company or a Subsidiary without equally or ratably securing the Guarantor Securities of each series then Outstanding, except for the provisions of this paragraph, plus (ii) the Attributable Value of Sale and Leaseback Transactions entered into pursuant to ratably secure the Obligations and penultimate paragraph of Section 10.11, does not at such time exceed the Guaranteed Obligations hereundergreater of 10% of the Net Tangible Assets or 10% of the Consolidated Capitalization of the Company.

Restrictions on Liens. The Borrower will shall not, and will cause shall not permit any of its Restricted Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien encumbrance, mortgage, pledge, lien, charge or other security interest of any kind upon any of its property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose purposes of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; , or acquire, acquire or agree or have an option to acquire, acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; arrangement (including Capitalized Leases) or suffer to exist for a period of more than 30 days after the same shall have been incurred (without posting adequate security therefor) any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; , or sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles intangibles, or chattel paper, paper (as those terms are defined in the Massachusetts Uniform Commercial Code) with or without recourse; PROVIDED, except for Permitted Liens. The Borrower and the Guarantor covenant and agree HOWEVER, that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make Restricted Subsidiaries may create or cause incur or suffer to be made effective provision whereby created or incurred or to exist: (a) Existing liens and security interests described in SCHEDULES 5.14 and 5.15 securing Indebtedness outstanding as of the Obligations and the Guaranteed Obligations will be secured Closing Date permitted by such Lien equally and ratably with any Section 9.1(b); (b) Purchase money security interests (which term shall include mortgages, conditional sale contracts, Capitalized Leases and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that title retention or deferred purchase devices) to secure the covenants purchase price of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken property acquired hereafter by the Borrower or a Restricted Subsidiary, or to secure Indebtedness incurred solely for the Guarantor purpose of financing such acquisitions; PROVIDED, HOWEVER, that no such purchase money security interest shall extend to ratably secure or cover any property other than the Obligations property the purchase price of which is secured thereby, and that the Guaranteed Obligations hereunder.principal amount of Indebtedness (whether or not assumed) with respect to each item of property subject to such a security interest shall not exceed the fair value of such item on the date of its acquisition; and

Restrictions on Liens. The Borrower Guarantor will notnot create, and will cause its Subsidiaries not toincur, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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; assume or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens granted to secure payment of Indebtedness of the type permitted and described in CLAUSE (b) of SECTION 14.1; (b) Liens for taxes, assessments or other than Permitted Liens (unless prior written consent governmental charges or levies incurred in the ordinary course of business and not at the time delinquent or thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been obtained from set aside on its books; (c) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the Banks)ordinary course of business for sums not overdue or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (d) Liens incurred in the ordinary course of business in connection with workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the Borrower and ordinary course of business or to secure obligations on surety or appeal bonds; (e) judgment Liens in existence less than thirty (30) days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies; (f) Liens upon any property at any time directly owned by Guarantor will make or cause to be made effective provision whereby secure any Indebtedness of the Obligations and nature described in CLAUSE (a) of SECTION 14.1 in excess of the Guaranteed Obligations will be secured by such Lien amount otherwise permitted thereby; PROVIDED, that the obligations of the Basic Documents are equally and ratably secured with any and all such Indebtedness and with any other Indebtedness thereby secured so long similarly entitled to be equally and ratably secured; (g) Liens imposed as a result of costs incurred by any federal, state or local governmental agency or any other Authority pursuant to any applicable Environmental Law; PROVIDED, that such other Liens or costs are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on its books; and (h) any Lien existing on the property of Guarantor on the Closing Date. In the event that Guarantor shall propose to create, incur, assume or suffer to exist any Lien upon any property at any time directly owned by it to secure any Indebtedness as contemplated by CLAUSE (f) above, Guarantor will give prior written notice thereof to Agent, who shall be so secured; provided that give notice to the covenants of the Borrower Noteholders and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderInvestors.

Restrictions on Liens. The No Borrower will, nor will not, and will cause its Subsidiaries not any Borrower permit any Subsidiary to, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any of its property or assets of any charactercharacter (other than upon any margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System, owned by any Borrower or any Subsidiary arising in connection with Investments permitted pursuant to clauses (h) and (i) of Section 8.03 hereof), whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except EXCEPT: (a) To the extent permitted under Section 8.01(f) hereof, Liens securing the Indebtedness incurred in connection with the acquisition of property or assets useful or intended to be used in carrying on the business of the Borrowers or the acquiring Subsidiary, PROVIDED that such Liens shall encumber only the property or assets so acquired and do not exceed the fair market value thereof; (b) Liens to secure taxes, assessments and other government charges or claims for Permitted Liens. The labor, material or supplies in respect of obligations not overdue; (c) 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; (d) Liens in respect of judgments or awards, the Indebtedness with respect to which is permitted by Section 8.01(e) hereof; (e) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens, in existence less than one hundred and twenty (120) days from the date of creation thereof in respect of obligations not overdue; (f) Encumbrances consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which any Borrower or any Subsidiary is a party, and other minor liens or encumbrances none of which in the reasonable opinion of the respective Borrower or Borrowers interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower and its Subsidiaries, which defects do not individually or in the Guarantor covenant aggregate have a material adverse effect on the business of such Borrower individually or of the Borrowers and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted on a consolidated basis; and (g) Liens (unless prior written consent shall have been obtained from securing the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderObligations.

Restrictions on Liens. The Borrower hereby covenants that Borrower will not permit any Liens with respect to the Collateral except for those listed in the marked Title Commitments delivered of even date herewith by Xxxxxxx Title Guaranty Company in favor of Bank or liens created pursuant to the Ground Leases or Subtenant Leases. Further, the IHOP Parties covenant that they will not, and nor will cause its Subsidiaries not they permit any Subsidiary to, create directly or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any characterindirectly, whether now owned or hereafter acquiredcreate, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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; assume or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties property or assetsasset, whether real, personal or mixed, tangible or intangible or assets whether now owned or hereafter acquiredacquired (“Property” or “Properties”) , except for: (A) Liens for taxes, assessments or governmental charges or claims the payment of which is not at the time required by this Agreement; (B) Statutory Liens of landlords, and Liens of carriers, warehousemen, mechanics, materialmen and other than Permitted Liens (unless prior written consent imposed by law incurred in the ordinary course of business for sums not yet delinquent or being diligently contested in good faith, so long as a reserve or other appropriate provision, if any, shall have been obtained made therefor; (C) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (D) Any attachment or judgment Lien (including judgment or appeal bonds) which shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or which shall have been discharged within 30 days after the expiration of any such stay, or which is being diligently contested in good faith so long as a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor; (E) Easements, rights-of-way, restrictions and other similar rights in land which do not, individually or in the aggregate, materially detract from the Banks)value of such Property and do not interfere with the ordinary conduct of the business of IHOP Parent, the Borrower or any of their Subsidiaries; (F) Liens securing Debt of a Subsidiary to the Borrower or IHOP Parent; (G) Liens (other than Liens created pursuant to Capitalized Leases) existing on the date hereof securing Debt not exceeding $1,500,000 in the aggregate in principal amount; (H) Liens pursuant to Capitalized Leases existing on the date hereof and Liens created hereafter pursuant to Capitalized Leases so long as, with respect to Liens pursuant to Capitalized Leases created following the Guarantor will make or cause to be made effective provision whereby date hereof, the Obligations and the Guaranteed Obligations will be secured Funded Debt represented by such Lien equally and ratably with Capitalized Leases is permitted pursuant to Section 5 (A)(ii) above; and (1) Liens including Liens arising out of purchase money financing securing Debt (without duplication) of IHOP Parent, the Borrower or any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; Subsidiary of IHOP Parent or the Borrower, provided that the covenants sum of (i) the principal amount of such Debt plus (ii) unsecured Debt of Subsidiaries of IHOP Parent (other than the Borrower) and Subsidiaries of the Borrower and the Guarantor contained not otherwise permitted under this Section does not exceed at any time 15% of Consolidated Tangible Net Worth. The Liens referred to in this sentence shall only be in effect for so long Section 6.1 are herein collectively referred to as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided“Permitted Liens,” individually, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereundera “Permitted Lien.”

Restrictions on Liens. The Borrower will not, and will cause not permit any of its Subsidiaries not to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer (ii) create, assume or suffer to exist any of such property mortgage, lien, pledge, charge, security interest or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance encumbrance of any other obligation kind in priority to payment respect of its general creditors; the interest of a vendor or acquire, or agree or have an option to acquire, a lessor under any property or assets upon conditional sale agreement, financing lease or other title retention agreement relating to any asset; provided that the Borrower or purchase money security agreement, device any of its Subsidiaries may create or arrangement; incur or suffer to exist be created or incurred or to exist, any of the following (the "Permitted Liens"): (a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (b) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for a period labor, material or supplies in respect of more than 30 days after the same shall obligations not overdue, or which are being contested in good faith by appropriate proceedings diligently conducted an with respect to which adequate reserves are being maintained in accordance with GAAP so long as such liens are not being foreclosed; (c) 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; (d) liens on properties in respect of judgments or awards that have been incurred any Indebtedness in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or claim in respect of which the Borrower or demand against it such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either a stay of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent execution shall have been obtained pending such appeal or review; (e) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than 120 days from the Banks)date of creation thereof in respect of obligations not overdue, the Borrower and the Guarantor will make or cause which are being contested in good faith by appropriate proceedings diligently conducted an with respect to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably which adequate reserves are being maintained in accordance with any and all other Indebtedness thereby secured GAAP so long as such liens are not being foreclosed; (f) liens existing on the date hereof and listed on Schedule 10.2 hereto or in the Disclosure Documents; (g) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 10.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired, not to exceed $5,000,000 in the aggregate; (h) liens in favor of the Administrative Agent for the benefit of the Banks and the Administrative Agent under the Loan Documents, other Indebtedness than the Mortgage; (i) liens created by the Mortgage securing bonds issued under and in accordance with the requirements of the Mortgage as such Mortgage may be amended from time to time, provided, however, no such amendment or supplement thereof shall be so secured; provided that without the covenants consent of all of the Banks amend or supplement the Mortgage (1) to include categories of property or property interests of the Borrower and not already included pursuant to the Guarantor contained in this sentence shall only be terms of such Mortgage as in effect for so long as on the date hereof, or (2) to permit the Borrower to withdraw "Deposited Cash" or execute "Bonds" in excess of seventy-five percent (75%) of the Guarantor amount by which the actual cost or fair value (whichever is lower) of "property additions" shall be similarly obligated under any other Indebtedness; providedexceed "property retirements", furtheras set forth in Section 27 of the Mortgage as in effect on the date hereof. For purposes of this Section 10.2(i) only, that an Event "Deposited Cash", "Bonds", "property additions" and "property retirements" shall have the respective definition of Default shall occur for so long such terms as such other Indebtedness becomes secured notwithstanding any actions taken by defined in the Borrower or Mortgage on the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.date hereof;

Restrictions on Liens. The Holdings and the Borrower covenant that they --------------------- will not, and nor will cause its Subsidiaries not they permit any Subsidiary to, create directly or incur indirectly, create, assume or suffer to be created or incurred or to exist any Lien of any kind upon any property of their respective Properties or assets of any character, whether now owned or hereafter acquired, except for: (A) Liens for taxes, assessments or upon the income governmental charges or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to claims the payment of Indebtedness which is not at the time required by Section 10.2; (B) Statutory Liens of landlords, and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being diligently contested in good faith, so long as a reserve or other appropriate provision, if any, shall have been made therefor; (C) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers' compensation, unemployment insurance and other types of social security, or to secure the performance of any tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other obligation in priority to similar obligations (exclusive of obligations for the payment of its general creditors; borrowed money); (D) Any attachment or acquirejudgment Lien (including judgment or appeal bonds) which shall, 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 suffer to exist for a period of more than within 30 days after the same entry thereof, have been discharged or execution thereof stayed pending appeal, or which shall have been incurred discharged within 30 days after the expiration of any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvencysuch stay, or otherwisewhich is being diligently contested in good faith so long as a reserve or other appropriate provision, if any, as shall be given any priority whatsoever over its general creditors; required by GAAP shall have been made therefor; (E) Easements, rights-of-way, restrictions and other similar rights in land which do not, individually or sellin the aggregate, assignmaterially detract from the value of such Property and do not interfere with the ordinary conduct of the business of Holdings, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The the Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create Subsidiaries; (F) Liens securing Debt of a Subsidiary to the Borrower or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, Holdings; (G) Liens (other than Permitted Liens created pursuant to Capitalized Leases) existing on the date hereof and described in Schedule 4.8 attached hereto, ------------ securing Debt not exceeding $1,000,000 in the aggregate in principal amount; (unless prior written consent shall have been obtained from H) Liens pursuant to Capitalized Leases existing on the BanksClosing Date and Liens created following the Closing Date pursuant to Capitalized Leases so long as, with respect to Liens pursuant to Capitalized Leases created following the Closing Date, the Funded Debt represented by such Capitalized Leases is permitted pursuant to Section 11.2(C); and (I) Liens including Liens arising out of purchase money financing not otherwise permitted by the foregoing clauses of this Section 11.1 securing Debt (without duplication) of Holdings, the Borrower and or any Subsidiary of Holdings or the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; Borrower, provided that the covenants sum of (i) the principal amount of such Debt -------- plus (ii) unsecured Debt of Subsidiaries of Holdings (other than the Borrower) and Subsidiaries of the Borrower and the Guarantor contained not otherwise permitted under Section 11.4(A) does not exceed at any time 15% of Consolidated Tangible Net Worth. The Liens referred to in this sentence shall only be in effect for so long Section 11.1(A) through (I) are herein collectively referred to as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided"Permitted Liens," individually, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereundera "Permitted Lien."

Restrictions on Liens. The No Borrower will notwill, and or will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, in each case except for Permitted Liens. The Each Borrower and the Guarantor covenant and agree that if either any of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Majority Banks), the such Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the each Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the such Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the such Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.

Restrictions on Liens. The Borrower will not, and will cause not permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse, except for Permitted Liens. The Borrower ; or (f) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the Guarantor covenant and agree that if either of them other Loan Documents) which directly or indirectly prohibits the Borrower or any of their its Subsidiaries shall create from creating, assuming or incur incurring any Lien upon its properties, revenues or assets or those of any of their respective properties or assetsits Subsidiaries, whether now owned or hereafter acquired, other than Permitted customary anti-assignment provisions; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower or a Subsidiary on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower or another Subsidiary; (unless prior written consent ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the Banks)date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the Borrower use of real property and defects and irregularities in the Guarantor will make title thereto, landlord’s or cause to be made effective provision whereby the Obligations lessor’s liens and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; minor Liens, provided that none of such Liens (A) interferes materially with the covenants use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the Guarantor contained aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in this sentence shall or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §9.1(c) and §9.1(i), incurred in connection with the acquisition of such property, which security interests or mortgages cover only be in effect for the real or personal property so long as acquired; (ix) Liens granted by a Foreign Subsidiary to secure Indebtedness of such Foreign Subsidiary of the Borrower or the Guarantor shall be similarly obligated under any other Indebtednesstype and amount permitted by §9.1(h); provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.and

Restrictions on Liens. The Borrower will not, and nor will cause its Subsidiaries not it permit any Subsidiary to, create or incur create, incur, assume or suffer to be created or incurred or to exist any Lien of any kind upon any of its property or assets of any character, whether now owned or hereafter acquired, except: (a) Liens existing on the date hereof securing Debt outstanding on the date hereof; (b) Liens incidental to the conduct of its business or upon the income ownership of its properties and assets which were not incurred in connection with the borrowing of money or profits therefrom; the obtaining of advances or transfer any credit or the incurrence of such Derivatives Obligations and which do not materially detract from the value of its property or assets or materially impair the income use thereof in the operation of its business; (c) any Lien on any asset securing Debt incurred or profits therefrom assumed for the purpose of subjecting financing all or any part of the same cost of acquiring or constructing such asset; provided that such Lien attaches to the payment of Indebtedness such asset concurrently with or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 within 180 days after the same shall have been acquisition or completion of construction thereof; (d) Liens incurred in connection with Guarantees of bonds, notes or other similar obligations of a state, city, town or other governmental agency or entity which obligations are issued in order to finance property used or to be used by the Borrower or any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvencySubsidiary, and Liens incurred in connection with the acquisition of, or otherwiseimprovements to, be given real estate; provided, however, that no such Lien shall extend to or cover any priority whatsoever over its general creditors; property other than the property so acquired or sellimproved; (e) any Lien existing on any assets of any corporation or other entity at the time it becomes a Subsidiary and not created in contemplation of such corporation becoming a Subsidiary, assignor existing on any assets acquired by the Borrower or any Subsidiary through purchase, pledge merger, consolidation, or otherwise transfer any accountsand not created in contemplation of such purchase, contract rightsmerger, general intangibles consolidation or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur other transaction; (f) any Lien upon resulting from any order of their respective properties attachment, distraint or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured legal process arising out of judicial proceedings so long as the execution or other enforcement thereof is effectively stayed; (g) Liens on shares of capital stock or property of a Subsidiary securing obligations owing by such Subsidiary to the Borrower or to another Subsidiary; (h) Liens arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by this Section 5.10; provided that such Debt is not increased and is not secured by any additional assets; (i) Liens to banks or other Indebtedness shall be so securedinstitutions arising in connection with the issuance of letters of credit or bankers acceptances in connection with the shipment or storage of goods in the ordinary course of business; (j) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the covenants aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $50,000,000; and (k) Liens not otherwise permitted by any of the foregoing clauses of this Section 5.10 (i) covering assets other than inventory of the Borrower or a Restricted Subsidiary and the Guarantor contained (ii) securing Debt in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under an aggregate principal amount at any other Indebtedness; provided, further, that an Event time outstanding not to exceed 20% of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderConsolidated Net Assets.

Restrictions on Liens. The Borrower Company will not, and will cause not permit any of its Subsidiaries not to, create directly or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any characterindirectly, whether now owned or hereafter acquiredcreate, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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; assume or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, assets whether now owned or hereafter acquired, except for the following (the “Permitted Liens”): (a) Liens for taxes, assessments, governmental charges or claims the payment of which is not at the time required by Section 9.3; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business for sums, the payment of which is not at the time required by Section 9.3; (c) Liens (other than Permitted any Lien imposed by ERISA, and other than any Lien securing an obligation for the payment of borrowed money or for the deferred purchase price of property or services) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations; (d) attachment or judgment Liens (unless prior written consent including judgment or appeal bonds) not exceeding $100,000 in the aggregate at any time outstanding, provided that any such Lien shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been obtained discharged within 30 days after the expiration of any such stay; (e) zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto (and, with respect to leasehold interests, Liens and other encumbrances that are incurred, created, assumed or permitted to exist on or with respect to the leased property and arise by, through or under or are asserted by a landlord or owner of the leased property, with or without consent of the lessee) which were not incurred in connection with the borrowing of money and which do not in the aggregate materially detract from the Banksvalue of the property of the Company or any of its Subsidiaries, as the case may be, or impair the use of such property for the purposes for which such property is held by the Company or any such Subsidiary; (f) Liens securing Indebtedness of a Wholly-owned Subsidiary of the Company to the Company or to another Wholly-owned Subsidiary of the Company; (g) Liens existing on the Initial Closing Date (other than any such Liens that secure Purchase Money Indebtedness); (h) Liens securing Purchase Money Indebtedness incurred in connection with the purchase, acquisition or construction by the Company or its Subsidiaries of real property, improvements thereto, equipment or other fixed assets or intangibles (including software); provided that (i) such security interests secure Indebtedness permitted by Section 10.1(b), the Borrower (ii) such security interests are incurred, and the Guarantor will make Indebtedness secured thereby is created, within one year after such acquisition (or cause construction), (iii) the Indebtedness secured thereby does not exceed the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to be made effective provision whereby any other property or assets (other than accessions to such real property, improvements or equipment) of the Obligations and Company or any of its Subsidiaries; (i) any Lien on property of a Subsidiary of the Guaranteed Obligations will be Company existing at the time it becomes such a Subsidiary; (j) the Liens created by the Security Documents; and (k) the extension, renewal or replacement of any Lien permitted by subsection (g), (h) or (i) of this Section 10.2, but only if the principal amount of the Indebtedness secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as immediately prior to such other Indebtedness shall be so secured; provided that the covenants of the Borrower extension, renewal or replacement is not increased and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any Lien is not extended to other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderproperty.

Restrictions on Liens. The Borrower Company will notnot itself, and will cause its Subsidiaries not permit any Principal Subsidiary to, create incur, issue, assume or incur guarantee any notes, bonds, debentures or suffer other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section 1008 called "Debt"), secured by pledge of, or mortgage or other lien on, any Principal Manufacturing Property of the Company or any Principal Subsidiary, or any shares of stock or Debt of any Principal Subsidiary (pledges, mortgages and other liens being hereinafter in this Section 1008 called "Mortgage" or "Mortgages"), without effectively providing that the Securities then Outstanding together with, if the Company shall so determine, any other Debt of the Company or such Principal Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be created secured equally and ratably with (or incurred prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Principal Subsidiaries in respect of sale and leaseback transactions as defined in Section 1009 would not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Section shall not apply to, and there shall be excluded from secured Debt in any computation under this Section, Debt secured by (1) Mortgages on property of, or on any shares of stock or Debt of, any corporation existing at the time such corporation became a Principal Subsidiary; (2) Mortgages in favor of the Company or any Principal Subsidiary; (3) Mortgages in favor of the United States of America, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (4) Mortgages on property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to exist secure the payment of all or any Lien part of the purchase price or construction cost thereof or to secure any kind upon any property or assets of any characterDebt incurred prior to, whether now owned or hereafter acquiredat the time of, or upon within 120 days after, the income or profits therefrom; or transfer any acquisition of such property or assets shares or Debt or the income or profits therefrom completion of any such construction for the purpose of subjecting financing all or any part of the same to purchase price or construction cost thereof; (5) Mortgages on property or buildings that comprise, or will comprise, the payment of Indebtedness Company's new headquarters facility in Peapack/Gladstone, New Jersey; and (6) any extension, renewal or performance replacement (or successive extensions, renewals or replacements), as a whole or in part, of any other obligation Mortgage referred to in priority the foregoing clauses (1) to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness5) inclusive; provided, furtherthat in the case of clauses (1) to (4), that an Event of Default shall occur for so long as (i) such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower extension, renewal or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.replacement

Restrictions on Liens. The Borrower will not, and will cause its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur assume any Lien upon any of their respective properties or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations 60 -54- will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided provided, that the covenants of the Borrower and the Guarantor contained in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.

Restrictions on Liens. The Borrower covenants that it will not, and will cause not permit any of its Subsidiaries not to, create or incur or suffer to be created or incurred or to exist any Lien of any kind upon any property or assets of any charactercreate, whether now owned or hereafter acquired, or upon the income or profits therefrom; or transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or 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; assume or suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties its Property or assets, whether now owned or hereafter acquired, other than Permitted in the ordinary course of business, and except for the following: (a) Liens for taxes, assessments or governmental charges or claims the payment of which is not at the time required by Section 9.2; (unless prior written consent b) Statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being diligently contested in good faith, if a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been obtained from made therefor; (c) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the Banksordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of lenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (d) Any attachment or judgment Lien, unless the Borrower and judgment it secures shall, within 60 days after the Guarantor will make entry thereof, have been discharged or cause execution thereof stayed pending appeal, or shall have been discharged within 60 days after the expiration of any such stay; (e) Leases or subleases granted to be made effective provision whereby others not interfering with the Obligations and ordinary conduct of the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants business of the Borrower or any of its Subsidiaries; (f) Easements, rights-of-way, restrictions and other similar charges or encumbrances not interfering with the Guarantor contained in this sentence shall only be in effect for so long as ordinary conduct of the business of the Borrower or any of its Subsidiaries; (g) Any interest or title of a lessor under any operating lease with respect to any Property acquired after the Guarantor Closing Date other than in connection with any sale/leasebacks; (h) Liens (including Liens created pursuant to Capitalized Leases) existing on the date hereof and described in Schedule 10.2; (i) Liens on mortgage loans in favor of a Federal Home Loan Bank, a warehouse lender, or on mortgage loans or securities pursuant to repurchase agreements and reverse repurchase agreements with institutional counterparties; (j) Liens incurred to secure Indebtedness incurred pursuant to and in accordance with Section 10.1(d) hereof, provided that (i) no Default or Event of Default shall have occurred and be continuing immediately after giving effect to or as a result of the incurrence of such Indebtedness, and (ii) the holders of Notes shall have or shall be similarly obligated under granted a valid and perfected first priority Lien on all Property of the Borrower securing such Indebtedness, as additional security for the Indebtedness represented by the Notes; (k) Liens (including Capitalized Leases) in respect of, equipment, furniture, fixtures, land, buildings and other fixed assets acquired, by the Borrower or any other Indebtednessof its Subsidiaries after the Closing Date, which Liens exist or are created at the time of acquisition of such Property or within 60 days thereafter, to secure Indebtedness assumed or incurred to finance all or any part of the purchase price of such Property, but any such Lien shall cover only the Property so acquired or constructed and any improvements thereto (and any real property on which such Property is located, if such Property is a building, improvement or fixture); provided, that the principal amount of the Indebtedness secured by any such Lien at the time incurred shall not exceed 100% of the lesser of the original cost or the fair market value of the Property secured thereby; provided, further, that an Event the holders of Default the Notes shall occur be granted a valid and perfected first priority Lien on such Property of the Borrower, as additional security for so long as such other the Indebtedness becomes secured notwithstanding any actions taken represented by the Borrower Notes; (l) the extension or renewal of any Lien permitted by subsection (h), (i), (j) or (k) of this Section 10.2, but only if the Guarantor principal amount of the Indebtedness secured by such Lien is not increased and such Lien is not extended to ratably secure the Obligations and the Guaranteed Obligations hereunderany other Property.

Restrictions on Liens. The Borrower Parent will not, and will cause its Subsidiaries not permit any Subsidiary to, create or incur create, assume or suffer to be created or incurred or to exist any Lien of any kind upon on any property or assets of any character, whether asset now owned or hereafter acquiredacquired by it, except: (a) any Lien existing on any asset on the date hereof securing Debt that is outstanding on such date; (b) any Lien existing on any asset of, or Equity Interest in, any Person at the time such Person becomes a Subsidiary, which Lien was not created in contemplation of such event; PROVIDED that any Debt such Lien secures is permitted hereunder; (c) any Lien on any asset securing the payment of all or part of the purchase price of such asset upon the income acquisition thereof by the Parent or profits therefrom; a Subsidiary or transfer securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the Parent or a Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing property) or the commencement of full operation of such property asset or assets property, whichever is later), which Debt is incurred or the income or profits therefrom assumed for the purpose of subjecting financing all or part of the same to cost of acquiring such asset or, in the payment case of Indebtedness real property, construction or performance improvements thereon; PROVIDED that in the case of any other obligation in priority such acquisition or construction or improvement, the Lien shall not apply to payment of its general creditors; any asset theretofore owned by the Parent or 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 suffer to exist for a period of more than 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur any Lien upon any of their respective properties or assets, whether now owned or hereafter acquiredSubsidiary, other than Permitted Liens assets so acquired, constructed or improved; (unless prior written consent shall have been obtained from d) any Lien existing on any asset of or Equity Interest in any Person at the Banks)time such Person is merged or consolidated with or into the Parent or a Subsidiary, which Lien was not created in contemplation of such event; PROVIDED that any Debt such Lien secures is permitted hereunder; (e) any Lien existing on any asset of or Equity Interest in any Person at the Borrower and time of acquisition thereof by the Guarantor will make Parent or cause to be made effective provision whereby a Subsidiary, which Lien was not created in contemplation of such acquisition; (f) any Lien arising out of the Obligations and the Guaranteed Obligations will be refinancing of any Debt secured by such any Lien equally and ratably with permitted by any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that the covenants of the Borrower SUBSECTIONS (a) through (d) of this SECTION 5.10, PROVIDED the principal amount of Debt is not increased and is not secured by any additional assets; (g) any Lien to secure Debt of a Subsidiary to the Guarantor contained Parent or to a Subsidiary Guarantor; (h) any Lien created pursuant to a Permitted Receivables Transaction; (i) any Lien created pursuant to a Permitted Project Financing in an amount not to exceed the amount of Liens the Parent and its Subsidiaries are permitted to incur under the Five-Year Credit Agreement pursuant to an amendment after the date hereof that treats as a separate category of permitted Liens under SECTION 5.10 thereof Liens in connection with Permitted Project Financings; PROVIDED that in no event shall Liens permitted under this sentence shall only be clause (i) secure Debt in effect for so long as the Borrower or the Guarantor shall be similarly obligated under an aggregate principal amount in excess of U.S.$250,000,000; (j) any other Indebtedness; provided, further, that an Event Lien to Cash Collateralize Letters of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding Credit issued hereunder and any actions taken by the Borrower or the Guarantor Lien to ratably secure the Obligations of the Obligors under the Financing Documents; (k) any Lien in favor of any country (or any department, agency, instrumentality or political subdivision of any country) securing obligations arising in connection with partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or securing obligations incurred for the purpose of financing all or any part of the purchase price (including the cost of installation thereof or, in the case of real property, the cost of construction or improvement or installation of personal property thereon) of the asset subject to such Lien (including, but not limited to, any Lien incurred in connection with pollution control, industrial revenue or similar financings); (l) Liens arising in the ordinary course of its business that secure obligations that (i) do not constitute Debt or (ii) arise in respect of letters of credit (other than Letters of Credit issued hereunder) which obligations do not exceed U.S.$200,000,000 in the aggregate at any time outstanding; PROVIDED that such Liens do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (m) Liens for property taxes not yet due or that are payable without penalty; (n) Permitted Liens; (o) any Lien that secures obligations under a Permitted Securitization in an aggregate amount not to exceed U.S.$500,000,000; (p) any Lien pursuant to the documentation relating to a Permitted Rabbi Trust; and (q) Liens not otherwise permitted by the foregoing clauses (a) through (p) of this SECTION 5.10 securing Debt (without duplication) in an aggregate principal amount at any time outstanding not to exceed an amount equal to the greater of (i) U.S.$300,000,000 and (ii) 3% of Consolidated Tangible Assets. It is understood that any Lien permitted to exist on any asset pursuant to the Guaranteed Obligations hereunderforegoing provisions of this SECTION 5.10 may attach to the proceeds of such asset.

Restrictions on Liens. The Each of the Borrower and each of the Subsidiary Guarantors will not, and will cause its not permit any of their Subsidiaries not to, (i) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (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; or (iv) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which 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 intangibles, chattel paper or chattel paperinstruments, with or without recourse; provided that the Borrower, except for Permitted Liens. The any Subsidiary Guarantor and any Subsidiary of the Borrower and may create or incur or suffer to be created or incurred or to exist: (a) liens against the Guarantor covenant and agree that if either Borrower, any of them the Subsidiary Guarantors or any of their Subsidiaries shall create to secure taxes, assessments and other government charges in respect of obligations not overdue or incur liens on properties other than the Mortgaged Properties to secure claims for labor, material or supplies in respect of obligations not overdue; (b) deposits or pledges made by the Borrower, any Lien upon of the Subsidiary Guarantors or any of their respective Subsidiaries in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (c) liens against the Borrower, any of the Subsidiary Guarantors or any of their Subsidiaries on properties or assets, whether now owned or hereafter acquired, other than Permitted Liens Mortgaged Properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by (unless prior written consent shall have been obtained S)9.1(d) hereof; (d) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties of the Borrower, any of the Subsidiary Guarantors or any of their Subsidiaries other than Mortgaged Properties, in existence less than 120 days from the Banks)date of creation thereof in respect of obligations not overdue; (e) encumbrances on Real Estate other than the Mortgaged Properties of the Borrower, any of the Subsidiary Guarantors or any of their Subsidiaries consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower, a Subsidiary Guarantor or a Subsidiary of the Borrower or a Subsidiary Guarantor is a party, and other minor liens or encumbrances none of which in the opinion of the Borrower interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and their Subsidiaries, which defects do not individually or in the Guarantor will make aggregate have a materially adverse effect on the business of the Borrower individually or cause of the Borrower and their Subsidiaries on a consolidated basis; (f) liens against the Borrower, any of the Subsidiary Guarantors or any of their Subsidiaries existing on the date hereof and listed on Schedule 9.2 attached hereto; (g) (i) liens to be made effective provision whereby secure Capitalized Lease obligations of the Obligations type and the Guaranteed Obligations will be secured amount permitted by such Lien equally and ratably with any and all other Indebtedness thereby secured (S)9.1(g)(ii), so long as such other Indebtedness shall be so securedliens cover only the property subject to such Capitalized Leases; provided that the covenants and (ii) purchase money security interests in or purchase money mortgages on real or personal property of the Borrower Borrower, any of the Subsidiary Guarantors or any of their Subsidiaries other than Mortgaged Properties acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by (S)9.1(g)(iii) hereof, incurred in connection with the Guarantor contained acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (h) liens and encumbrances on each Mortgaged Property of the Borrower, any of the Subsidiary Guarantors or any of their Subsidiaries as and to the extent permitted by the Mortgage applicable thereto; (i) the replacement, extension or renewal (without increase in amount) of any lien permitted by clauses (f), (g) or (k) of this sentence shall only be (S) 9.2 upon or in effect for so long as the Borrower or the Guarantor shall be similarly obligated same property theretofore subject thereto, to secure refinancing Indebtedness permitted under any other Indebtedness; provided, further, that an Event of Default shall occur for (S)9.1(l) so long as such liens do not extend to cover any assets other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunder.than those being refinanced;

Restrictions on Liens. The Borrower will not, and will not cause or permit any of its Subsidiaries not to, create or create, incur or suffer to be created or incurred or permit to exist any Lien Liens of any kind upon on any property or assets of any character, whether now owned or hereafter acquired, other than the following Liens: (a) Liens to secure taxes, assessments and other governmental charges in respect of obligations not overdue, or upon Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or in respect of which the income Borrower or profits therefromrelevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with Generally Accepted Accounting Principles have been established; (b) deposits or transfer pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (c) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or relevant Subsidiary shall at the time in good faith be prosecuting an appeal or proceeding for review and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which any reserves required in accordance with Generally Accepted Accounting Principles have been established; (d) Liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (A) Liens arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulation, which Liens (x) are required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege, franchise, license or permit, and (y) cover or otherwise attach to only such deposits or (as the case may be) the properties and assets which are the subject of such property transaction, privilege, franchise, license or assets permit; and (B) Liens in favor of any government or the income governmental entity to secure partial, progress, advance or profits therefrom other payments, or other obligations, pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of subjecting financing all or any part of the same costs of acquiring, constructing or improving the property subject to such Liens, which Liens referred to in this clause (B) cover or -45- otherwise attach to only the properties or assets which are the subject of such contract or statute or which are acquired, constructed or improved with the proceeds of such indebtedness; provided, however, that if the Borrower and its Subsidiaries incur or otherwise permit to exist Liens under clauses (A) and (B) above, and the net book value of all of the property and assets (whether tangible or intangible) subject to all of such Liens shall at any time exceed $25,000,000, then the net book value of all of such property and assets in excess of $25,000,000 (the “Excess Amount”) shall be included in the calculation of compliance under §7.2(n); (j) Liens on any Equity Interests owned by the Borrower or by any of its Subsidiaries in any Person or Persons that are not directly, or indirectly through one or more intermediaries, Controlled by the Borrower or by any of its Subsidiaries; provided, however, that such Liens (i) are incurred only in connection with any Monetization Transaction, (ii) such Liens cover or otherwise attach to only the specific Equity Interests which are the subject of such Monetization Transaction (and rights and interests usually and customarily related thereto, e.g., proceeds and dividends) and do not cover any other property or assets owned or acquired by the Borrower or any of its Subsidiaries, and (iii) such Liens remain in existence only during the continuation of such Monetization Transaction; (k) Liens incurred on deposits made in the ordinary course of business to secure surety and appeal bonds, leases, return-on-money bonds and other similar obligations (exclusive of obligations for the payment of Indebtedness borrowed money); (l) Liens upon or performance of any other obligation in priority to payment of its general creditors; or acquire, or agree or have an option to acquire, any property or assets upon conditional sale (other than spectrum licenses) now owned or other title retention or purchase money security agreement, device or arrangement; or suffer from time to exist for a period of more than 30 days after time hereafter acquired by the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their its Subsidiaries shall create related in any way to the ownership by the Borrower or incur any Lien upon by any of their respective properties or assetsits Subsidiaries of wireless telecommunications towers, whether now owned or hereafter acquiredincluding, but not limited to, tower structures, land on which towers are located, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks)real estate associated with such towers, the Borrower and the Guarantor will make leases for towers or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any for tower sites, subleases, licenses, co-location arrangements, easements and all other Indebtedness real property and other tangible or intangible assets related thereto; (m) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses (a) through (l), inclusive; provided, however, that the principal amount secured thereby shall not exceed the principal amount secured so long as thereby at the time of such other Indebtedness extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the obligation so securedextended, renewed or replaced (plus improvements to such property); provided that and (n) any other Liens on the covenants property and assets of the Borrower and the Guarantor contained in this sentence shall only be in effect for its Subsidiaries so long as the Borrower or net book value of all of the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event property and assets subject to all of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding Liens, including any actions taken Excess Amount referred to in §7.2(i), together with the net book value of all of the property and assets subject to Sale and Leaseback Transactions permitted by §7.8(f), shall not at any time in the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderaggregate exceed twenty percent (20%) of Consolidated Net Assets.

Restrictions on Liens. The Borrower will not, and nor will cause its Subsidiaries not it permit any Subsidiary to, create or incur create, incur, assume or suffer to be created or incurred or to exist any Lien of any kind upon any of its property or assets of any character, whether now owned or hereafter acquired, except: (a) Liens existing on the date hereof securing Debt outstanding on the date hereof; (b) Liens incidental to the conduct of its business or upon the income ownership of its properties and assets which were not incurred in connection with the borrowing of money or profits therefrom; the obtaining of advances or transfer any credit or the incurrence of such Derivatives Obligations and which do not materially detract from the value of its property or assets or materially impair the income use thereof in the operation of its business; (c) any Lien on any asset securing Debt incurred or profits therefrom assumed for the purpose of subjecting financing all or any part of the same cost of acquiring or constructing such asset; provided that such Lien attaches to the payment of Indebtedness such asset concurrently with or performance of any other obligation in priority to payment of its general creditors; or 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 suffer to exist for a period of more than 30 within 180 days after the same shall have been acquisition or completion of construction thereof; (d) Liens incurred in connection with Guarantees of bonds, notes or other similar obligations of a state, city, town or other governmental agency or entity which obligations are issued in order to finance property used or to be used by the Borrower or any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvencySubsidiary, and Liens incurred in connection with the acquisition of, or otherwiseimprovements to, be given real estate; provided, however, that no such Lien shall extend to or cover any priority whatsoever over its general creditors; property other than the property so acquired or sellimproved; (e) any Lien existing on any assets of any corporation or other entity at the time it becomes a Subsidiary and not created in contemplation of such corporation becoming a Subsidiary, assignor existing on any assets acquired by the Borrower or any Subsidiary through purchase, pledge merger, consolidation, or otherwise transfer any accountsand not created in contemplation of such purchase, contract rightsmerger, general intangibles consolidation or chattel paper, with or without recourse, except for Permitted Liens. The Borrower and the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall create or incur other transaction; (f) any Lien upon resulting from any order of their respective properties attachment, distraint or assets, whether now owned or hereafter acquired, other than Permitted Liens (unless prior written consent shall have been obtained from the Banks), the Borrower and the Guarantor will make or cause to be made effective provision whereby the Obligations and the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured legal process arising out of judicial proceedings so long as the execution or other enforcement thereof is effectively stayed; (g) Liens on shares of capital stock or property of a Subsidiary securing obligations owing by such Subsidiary to the Borrower or to another Subsidiary; (h) Liens arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by this Section 5.10; provided that such Debt is not increased and is not secured by any additional assets; (i) Liens to banks or other Indebtedness shall be so securedinstitutions arising in connection with the issuance of letters of credit or bankers' acceptances in connection with the shipment or storage of goods in the ordinary course of business; (j) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the covenants aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $25,000,000; and (k) Liens not otherwise permitted by any of the foregoing clauses of this Section 5.10 (i) covering assets other than inventory of the Borrower or a Restricted Subsidiary and the Guarantor contained (ii) securing Debt in this sentence shall only be in effect for so long as the Borrower or the Guarantor shall be similarly obligated under an aggregate principal amount at any other Indebtedness; provided, further, that an Event time outstanding not to exceed 15% of Default shall occur for so long as such other Indebtedness becomes secured notwithstanding any actions taken by the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderConsolidated Net Assets.

Restrictions on Liens. The Borrower will not, and will cause not --------------------- permit any of its Subsidiaries not to, (a) create or incur or suffer to be created or incurred or to exist any Lien lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) suffer to exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles intangibles, chattel paper or chattel paperinstruments, with or without recourse; or (f) enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits the Borrower or such Subsidiary from creating or incurring any lien, except for Permitted Liens. The encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind provided that the Borrower and any Subsidiary of the Guarantor covenant and agree that if either of them or any of their Subsidiaries shall Borrower may create or incur any Lien upon any or suffer to be created or incurred or to exist: (i) liens in favor of their respective the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) liens to secure taxes, assessments and other government charges in respect of obligations not overdue or liens on properties to secure claims for labor, material or assetssupplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, whether now owned or hereafter acquiredto secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by (S)7.1(d); (v) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties, in existence less than Permitted Liens (unless prior written consent shall have been obtained 120 days from the Banks)date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor liens or encumbrances none of which in the Guarantor will make or cause to be made effective provision whereby opinion of the Obligations and Borrower interferes materially with the Guaranteed Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as such other Indebtedness shall be so secured; provided that use of the covenants property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, which defects do not individually or in the Guarantor contained aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis; (vii) liens existing on the date hereof and listed on Schedule 7.2 hereto; and -------- --- (viii) liens (in this sentence shall only be in effect for addition to liens excepted by clauses (i) through (vii) above) on its properties and assets so long as the Borrower or the Guarantor shall be similarly obligated under any other Indebtedness; provided, further, that an Event fair value of Default shall occur for so long such assets (as such other Indebtedness becomes secured notwithstanding any actions taken reasonably determined by the Agent) does not exceed, in the aggregate, ten percent (10%) of the Consolidated Tangible Net Worth of the Borrower or the Guarantor to ratably secure the Obligations and the Guaranteed Obligations hereunderat any time.